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Also, breakdown of what and who that money and stocks is going to "pay off".
RECIPIENT AMOUNT
Amazon Web Services $16,000.00 (services provided)
Michael Asadoorian $50,000.00 (option termination)
Amanda Bui $10,000.00 (option termination)
Narineh Orojian $3,000.00 (option termination)
Tom Kennedy $50,000.00 (loan repayment)
TOTAL $129,000.00
RECIPIENT SHARES OF BUYER COMMON STOCK
Patrick Kennedy 4,250,000 shares
Michael Asadoorian 3,250,000 shares
Other employees/consultants 1,500,000 shares
TOTAL 9,000,000 shares
And its not just debt that was paid either. Looking at the court filings, we can see much more money and assets going one behind the scene in the acquiring of Acembly.
"Section I.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares for the
Purchase Price (as defined below) and the Settlement Payment (as defined below).
Section I.02 Purchase Price. The aggregate purchase price for the Shares shall be one hundred eighty seven thousand dollars ($187,000.00) (the "Purchase Price").
Section I.03 Settlement Payment. In addition to the Purchase Price, Buyer will also deliver to the Company one hundred twenty nine thousand dollars ($129,000.00) (the "Settlement Payment").
Section I.04 Buyer Restricted Stock Issuance. In connection with employment and/or consulting arrangements following the Closing, Buyer will issue the individuals identified on Exhibit B a total of up to nine million (9,000,000) shares of Buyer’s Common Stock pursuant to restricted stock unit awards agreed upon by the parties (the “Equity Awards”)."
Now yes, the above (from the group thinking) is the $SNGY shell getting the Acembly company RM'ed into it. We have to keep in mind where the money is coming from though. And the court documents shed light on that as they talk about about funds coming from $ACCA and B&D. Just have to keep looking at the pieces of info we do have.
Not sure. From what I could tell, B&D never closed. it was synrgy that that ran into operational problems. But my guess is that he is involved with ACCA and SNGY Buccaneer.
Joe Meuse is really all over the place. Even on the international level of business. Guess he really likes to keep busy.
https://www.baxcoinc.com/joseph_meuse.html
More on Joe Meuse that I mentioned in my last post.
https://jancavelle.co.uk/turnaround-expert-joe-meuse-helps-businesses-live/
1) ORCIM assumed the prior debt of $450,000 ACCA had. Funds were obtained through a loan from Geneva Capital.
2) In part the latest court documents, it calls out Joe Meuse (“Joseph Meuse”) as one of Jeff's "business associates". Look into this guy and you see that he is a back-end company incubator/investor and has a company. He has a company (business gps llc) that performs other services for business, but pretty sure he is acting in regards of a back-end investor (or making investor connections) on this one here because of the actions he performs in the court case.
https://medium.com/authority-magazine/joseph-meuse-of-business-gps-how-we-plan-to-rebuild-in-the-post-covid-economy-13145397e69d
https://www.linkedin.com/in/joseph-meuse-40618016
https://businessgpsllc.com/our-ceo-and-founder/
Correct.But I do not even see that being an issue. This is not like his $SNGY shell where there has been no news.
You guys need to keep in mind, Jeff/ACCA/loan investors have been putting decent size chunks of money into this. $ACCA "has" kept updated with filings to this point. We are currently waiting for a filing that was given a "covid" extension. Things are keeping active here for the company as we see with the Acembly acquisition lawsuit.
If we get to the end of March and there is nothing announced/filed, then you can start your worrying. Till then, buy, hold, set sell limit high.
Just keep an eye on the following till then.
https://www.sec.gov/search/search.htm
&
https://www.pacermonitor.com/public/case/37594863/Kennedy_et_al_v_Bearden_et_al
This isn't a question for us here, Those are questions for Jeff/ACCA.
But you have answered most of your own questions.
Simply put:
A) If they start the process of getting current by 6/30, and complete by 9/30, then they are good to move forward till the next hurdle.
B) If they do not start the process by 6/30, then SEC performs its actions and removes the company from the market.
But more importantly, you have two things to currently focus on before the 6/30 SEC stuff.
1) $ACCA filed for a 45 day filing extension for the filing it already owes to SEC from 2020. Keep an eye out for that to hit and hopefully it gets the company back to current status. Or at least gives some answers.
https://www.sec.gov/edgar/search/
2) Pretty sure some of the hold-up has been the current lawsuit against Jeff and his companies with the acquisition of Assembly. So we may or may not get any answers till that has settled. So you should keep an eye on that as well.
https://www.pacermonitor.com/public/case/37594863/Kennedy_et_al_v_Bearden_et_al
Out side of those things, your only option is to contact Jeff to see if he has any answers, concerns, info about moving forward. His contact info is list in the post of this board and also the $SNGY board. Have at it and good luck.
It was a solid day. Added yet again myself. The wait will pay off.
That may be so, can not get mad about it. It is his/her money and they must do as they may see fit.
For me, I am only concerned that shares are removed from MMs and real people are able to get their hands on what is coming. Additionally, the more people that know whats going on here, the better. I do not care how many shares a person actually holds, any is better than none.
Team S4 -> Very nice position to start with. Congrats!
Good luck to you! Just be aware there are few among the ranks talking about adding decently tomorrow. not to mention there are many people dealing without power across the US today. Many investors are not in the market today because of the winter storms. So larger volumes may soon get hard to obtain near these prices, shall see.
I will be keeping my fingers crossed and hoping we get some SEC/court news before coming Monday. Can always hope! Would be awesome to get something Friday after the bell.
Just wanted to share a nice screenshot shared by @HEPennypack over on twitter. Just to show what we are currently dealing with.
Just look at the $ACCA L2, IF all goes well- even a small stake will yield a nice return. Shares are non-existent.
— H.E. Pennypacker (#OTC) (@HEPennypack) February 18, 2021
As always, don’t risk what you can’t afford to lose. pic.twitter.com/cwIe3N1FZY
For those not understanding that last post. P3 Partners was called out in the court case as an entity on Jeff's/ACCA's side. Jeff Was conducting part of the business to acquire Acembly while representing himself as Senior Vice President of P3 Partners (along with CEO of B&D, Synrgy, etc). So while P3 has tried to remove themselves from the court case, Acembly is arguing there is enough connection/interaction to make them stay apart of it. Again, it all comes back to Jeff being the center point.
The view that many of us have (that I have talked to) is P3 will potentially go under ACCA holding umbrella. How, If, When that deal is worked out, there is no public info yet.
Since P3 is a Government contracting company, it makes no sense to change it. Best to leave as is, because of its history and current work. Its perfect as it currently stands. So would suspect that ACCA will acquire it as a direct "private" holding at first. They may RM it into a shell down the road. Just another potential key piece to the big puzzle going on here with $ACCA.
While their current website is outdated, I would suggest taking a good look at them and see what they bring to the table and their clientele.
http://www.p3partnersllc.com/customers.html
Update in regards to the case for P3 Partners LLC. I really do want to see how this connection plays out in the end, in the picture with ACCA. The Court Case does confirm that Jeff currently has the "position" of Senior Vice President at P3 Partners. How does that play into the picture?
"ORDER ON STIPULATION TO CONTINUE HEARING ON DEFENDANT P3 PARTNERS, LLC'S MOTION TO DISMISS COMPLAINT by Judge Stephen V. Wilson, re Stipulation to Continue,27 . (Motion reset for hearing on 3/22/2021 at 01:30 PM before Judge Stephen V. Wilson.) Plaintiff's time to file opposing papers is continued to March 1, 2021; and Defendant P3 Partners, LLC's time to file reply papers is continued to March 8, 2021."
https://www.pacermonitor.com/public/case/37594863/Kennedy_et_al_v_Bearden_et_al
OilRush -> Exactly! ACCA doesnt have to "buy" anything at this point. ORCIM bought the ACCA Shell. ORCIM (Jeff) was the one that spent the money. And as for what we believe is going to be the first round of acquiring by ACCA (B&D, SNGY, etc..), those are all held by Jeff. So you will see him "sell" his companies to ACCA by using shares and/or some cash from ORCIM/ACCA. And this is why it is important to understand the share structure of ACCA. It gives him the ability to expand where needed without flooding the market with shares. But I do not see him putting out many shares in the beginning (if any at all) in order to keep PPS up and attract more and bigger investors. Also, its key to keep the PPS up in order to up-list to the nasdaq/nyse.
Thanks for posting the link for everyone to see. You are probably not the only one having that question.
You should question everything put out everyone. I very much encourage it. That is what makes a good trader. I also would like to hear any contrary info to the matter. The logic we have going may have the chance of being absolutely wrong. We wont know till the filings or other official news channels says one way or another.
While nothing has declared outright yet, everything we have been seeing has been pointing/hinting to it.
Things such as the few SEC filings we do have. From the original filing of the takeover of ACCA to the C-level staff that have been announced so far (ask yourself how people with their skills sets fit in?).
https://www.sec.gov/cgi-bin/browse-edgar?company=&match=&CIK=ACCA&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany
We also have the clues from the court case. The case is certainly pointing to Acembly going under the $SNGY shell I believe. NOT ACCA.
https://www.pacermonitor.com/public/case/37594863/Kennedy_et_al_v_Bearden_et_al
Also, we can see clues from the shells structure. What structure would make sense with the companies? Cleaner, easier, better, greater value having ACCA at the top I would believe.
And while ORCIM Financial Holdings, LLC is currently a private company owned solely by Jeff, how can it get funding (and at big levels needed) to support its build out? How can he keep control/oversight of his other entities at the same time (SNGY, B&D, etc..)? Ideally and logically, he needs to take it public in order to open new channels of revenue for funding. It would also raise the value of ACCA and its holdings to show a bigger entity. It would make sense for it to buy a shell and RM into that as the easiest path. and sitting as the CEO/President of ACCA allows him to keep control and oversight of everything below him. And that would explain why ORCIM bought the ACCA shell.
But you should do your own DD and come to your own conclusions. Do not take my info or the views of anyone here as your only input.
splintered sunlight -> First take a look with the local court system that case is going through. That is usually free service that you can access online. In this case, from the screenshot Buc, we can see it was filed in "Courts > Nevada Bankruptcy Court"
If that jurisdiction does not have it electronically accessible over internet, then you can use pacermonitor or one of the other online court record services to look up the case files.
You can at least use pacer to get the docket/case numbers. (shown in that screenshot that Buc had posted on twitter).
https://www.pacermonitor.com/search
Once you have access to the court docs, then all you have to do is read the details.
Some very useful info from one of the exhibits (Exhibit B of the court case). lots of money and shares being thrown around getting ready for the future.
"Section I.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares for the
Purchase Price (as defined below) and the Settlement Payment (as defined below).
Section I.02 Purchase Price. The aggregate purchase price for the Shares shall be one hundred eighty seven thousand dollars ($187,000.00) (the "Purchase Price").
Section I.03 Settlement Payment. In addition to the Purchase Price, Buyer will also deliver to the Company one hundred twenty nine thousand dollars ($129,000.00) (the "Settlement Payment").
Section I.04 Buyer Restricted Stock Issuance. In connection with employment and/or consulting arrangements following the Closing, Buyer will issue the individuals identified on
Exhibit B a total of up to nine million (9,000,000) shares of Buyer’s Common Stock pursuant to restricted stock unit awards agreed upon by the parties (the “Equity Awards”)."
Juicy tidbit here from the court case. Oh the relationship building!
"The Agreements are all signed by Bearden, on behalf of Assembly and Synergy."
Asembly court case update that would be very beneficial for you guys here to know about.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=161887029
The Acembly court case:
https://www.pacermonitor.com/public/case/37594863/Kennedy_et_al_v_Bearden_et_al
And here is what I believe is the key to unlocking the proof behind SNGY and Acembly. What many of us were already believing (Acembly going under SNGY shell).
"Also during the Exclusive Negotiation Period, Bearden represented to Kennedy while he was in Los Angeles, California, that Defendants were financially capable of funding payroll for employees and consultants of Acembly starting July 1, 2020. Bearden further represented that Defendants would open a new Acembly bank account and that all Acembly Payroll would be handled by defendant SYNRGY CORP (“Synergy”). "
This new update shows why the purchase came to be. Very exciting!
"On or about June 11, 2020, Bearden sent his business associate Joe Meuse(“Meuse”) to meet with Kennedy in Pasadena, California in order to continue negotiations. During this meeting, Meuse inquired into why Kennedy was selling Acembly. Kennedy informed Meuse that despite Acembly’s pioneering technology and valuable partnerships, it was unable to rapidly generate revenue and would need a $1,000,000 budget for sales and marketing over 9-12 months. Thereafter, Bearden continued to make representations to Kennedy, that it was Bearden’s job to make sure that Acembly had necessary capital."
Some more case updates. Again, please see the case to verify your own DD. but below is some clips that I find important.
"On or about May 29, 2020, Bearden contacted Plaintiff Kennedy and expressed interest in purchasing Acembly. Kennedy and Bearden had this conversation on the phone, while Kennedy was in Los Angeles,
California. At the conclusion of the conversation, Bearden stated that he would send a letter of intent to Kennedy to initiate his purchase Acembly. On or about June 1, 2020, Bearden drafted and directed a Letter of Intent; Business Acquisition (“LOI”) to Kennedy in Kennedy’s capacity as CEO and sole shareholder of Acembly. A true and correct copy of the LOI is attached to the Declaration of Patrick Kennedy as Exhibit A. "
Above helps give some timeline and exacts.
Below gives reasoning to why the purchase is evening happening!
"On or about June 11, 2020, Bearden sent his business associate Joe Meuse(“Meuse”) to meet with Kennedy in Pasadena, California in order to continue negotiations. During this meeting, Meuse inquired into why Kennedy was selling Acembly. Kennedy informed Meuse that despite Acembly’s pioneering technology and valuable partnerships, it was unable to rapidly generate revenue and
would need a $1,000,000 budget for sales and marketing over 9-12 months. Thereafter, Bearden continued to make representations to Kennedy, that it was Bearden’s job to make sure that Acembly had
necessary capital."
splintered sunlight -> Yes the cases are almost a year old. But there are many recent case updates. Would highly suggest people in this group to go through the records (if you haven't already) and catch up on whats coming your way with BRTI. Will probably help explain the recent price jumping in the PPS.
Looks like we might get some answers in short time. GLTY
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=161876304
https://www.pacermonitor.com/public/case/37594863/Kennedy_et_al_v_Bearden_et_al
Case update. See if you can catch the important info.
"2. I am making this declaration in support of the Stipulation to Continue Hearing on Defendant P3 Partners, LLC’s Motion to Dismiss Complaint (“Motion”)(the “Stipulation”) filed as Document No. 27 on February 11, 2021.
3. The reason that I requested a continuance of the Motion hearing and extension of the deadline for Plaintiffs’ Opposition thereto by fourteen (14) days is because Plaintiffs and defendants other than P3 Partners, LLC (Jeff Bearden, Acembly, Inc., Synrgy Corp., and B&D Consulting, LLC) have been attempting and continue to attempt to engage in global settlement discussions that would potentially
resolve this case. Additionally, I had to take brief personal leave to attend to a sick family member, thereby delaying my ability to address the Motion in a more expeditious fashion."
This is the tidbit that my eyes are glued to
"is because Plaintiffs and defendants other than P3 Partners, LLC (Jeff Bearden, Acembly, Inc., Synrgy Corp., and B&D Consulting, LLC) have been attempting and continue to attempt to engage in global settlement discussions that would potentially
resolve this case."
So, sounds like we will start seeing some answers in a two week window.
For those of you that are to new to this ticker. The court case is what appears to most of us as a takeover of cloud tech company "Acembly". Where most of us believe it will be reverse merged into the $SNGY shell. which is great news to us here at ACCA as we believe ACCA will be taking $SNGY as one of it's many holdings.
I can agree with that logic OilRush. Thats why I am hoping that Jeff/ACCA is not waiting for the court case to move forward on everything. There is so much else that they can file about in the mean time to show momentum and intent. More importantly, to get up to date with paperwork.
Buccaneer1961 & Davey77 -> Value will be all in filings and what ACCA does. PPS is pure speculation until we know exactly what is going on. I have posted everything I could find and verify here on ihub so far. You can use that as a starting point. But the following is what I (Perform your own DD and build your own thoughts as its your money) would see based on similar companies and what we believe is coming.
When ACCA gets SEC filings current and announce ORCIM RM, more C-level staff, etc..., we can see anywhere from where we are now (.05) to $5+.
When ACCA files multiple SEC filings confirming partnerships, acquisitions, external funding, positive earnings, HQ location, uplisting we can see this jump up to $40+.
For anyone to say any of this is not possible, I want you to go look at $SNGY. It went from $0.03 to $30 without ANY news. And we are on a tighter share structure here and dealing with bigger company potential.
While Jeff/ACCA could throw out more shares into the market, I would not think it would be wise unless there is good cause (used to buy more holdings). At this point, I think it would be in best interest to Jeff/ACCA to make a big splash to get attention on the company.
Keep in mind here that we are looking at a "Holding Company" that is: tech focused, working both commercial and government realms, and is setup to grow as much as it wishes.
Do yourself a favor and start by looking at similar companies. Look at what drives their PPS and what they generally do.
ManTech International Corporation ( $MANT ): https://finance.yahoo.com/quote/MANT?p=MANT&.tsrc=fin-srch
Booz Allen Hamilton Holding Corporation ( $BAH ): https://finance.yahoo.com/quote/BAH?p=BAH&.tsrc=fin-srch
Accenture ( $ACN ): https://finance.yahoo.com/quote/ACN?p=ACN&.tsrc=fin-srch
Tetra Tech ( $TTEK ): https://finance.yahoo.com/quote/TTEK?p=TTEK&.tsrc=fin-srch
Leidos Holdings Inc ( $LDOS ): https://finance.yahoo.com/quote/LDOS?p=LDOS&.tsrc=fin-srch
General Dynamics ( $GD ): https://finance.yahoo.com/quote/GD?p=GD&.tsrc=fin-srch
BAE Systems ( $BAESY ): https://finance.yahoo.com/quote/BAESY?p=BAESY&.tsrc=fin-srch
CACI ( $CACI ): https://finance.yahoo.com/quote/CACI?p=CACI&.tsrc=fin-srch
L3Harris Technologies ( $LHX ): https://finance.yahoo.com/quote/LHX?p=LHX&.tsrc=fin-srch
Lockheed Martin ( $LMT ): https://finance.yahoo.com/quote/LMT?p=LMT&.tsrc=fin-srch
Northrop Grumman Corporation ( $NOC ): https://finance.yahoo.com/quote/NOC?p=NOC&.tsrc=fin-srch
Perspecta Inc. ( $PRSP ): https://finance.yahoo.com/quote/PRSP?p=PRSP&.tsrc=fin-srch
Raytheon Technologies Corp ( $RTX ): https://finance.yahoo.com/quote/RTX?p=RTX&.tsrc=fin-srch
In case you wanted to setup email alerts for SEC filings, but did not know how to. A few have asked, so I figured I would post publicly.
https://sec.report/notifications/
Bag_Collector ->
Use the Sec website to perform the calculations for timelines of filings. (filings are listed STRICT alphabetically, so you will need to look at the dates).
https://www.sec.gov/edgar/search/#/q=acca&ciks=0001001463&entityName=Acacia%2520Diversified%2520Holdings%252C%2520Inc.%2520(ACCA)%2520(CIK%25200001001463)
Currently in the "45" day extension window granted to them.
Not sure. Only Jeff/ACCA knows that answer.
Just to state again what we are thinking is happening (as a refresher):
1) This next filing, that we are currently waiting on, we believe would include any (or all) of the following:
* Reverse merger of "ORCIM Financial Holdings, LLC" into ACCA Shell.
* ACCA to announce more C-Level staff.
* ACCA to announce HQ.
* ACCA to announce direct investing/backing/loan info.
2) Follow-up filings over the next 1 to 12 months we believe would include the follow:
* Acquisitions of any companies. Potentials include (but not limited to) B&D, Synrgy (Acembly), P3, Blackridge.
* Announcements of partnerships.
* Announcements of current contracts.
* Announcements of future contracts.
The prevailing thought is that Acembly is going to be reverse merged into the Synrgy shell. Then Synrgy would be pulled in under ACCA as a holding.
So, Acembly court date update does not stop ACCA from doing filings and getting up-to-date. But Jeff/ACCA may be waiting to wrap up the court case in order to present everything at once or may holding back because of sensitive info in regards to the court case.
You can always try contacting Jeff/ACCA and ask him. At this point, we can only guess.
Can physically mail Jeff/ACCA at the physical address listed here:
https://www.otcmarkets.com/stock/ACCA/profile
Or you could try contacting him at the Phone # or Email address listed on their site at the top of the web page:
https://acaciadiversifiedholdings.com/about-us-2/
Additionally, you can grab Jeff's contact info over at the Synrgy ihub board and try that way.
https://investorshub.advfn.com/Synrgy-Corp-SNGY-36834/
Outside of that, we wont know for sure till ACCA puts out any SEC filings or press releases. ACCA + Jeff have been very tight lipped and no official news. Probably taking the advice of their legal staff and following SEC rules to the "T". For all we know, we may be way off. But the pieces of the puzzle point to the above outlook for some of us.
This impacts things, as we may or may not see Acembly in the ACCA SEC filings till mid march or later.
But its not a let down. As ACCA still has plenty of BOOM that they can put in their next SEC filing. Would love to get that stop sign removed! Complete the Reverse Merger of OCRIM into ACCA. Acquisitions of the other companies. And so on. So its not a loss, just a delay possibly.
Court case update in regards to P3 Partners filing to be dismissed and removed from the case. New Hearing Date set for Mar. 22, 2021.
https://www.pacermonitor.com/public/case/37594863/Kennedy_et_al_v_Bearden_et_al
This impacts things as we may or may not see Acembly in the ACCA SEC filings till mid march or later. But its not a let down. As ACCA still has plenty of BOOM that can put in their next SEC filing. Would love to get that stop sign removed!
Listed as confirmed yesterday.
https://www.otcmarkets.com/stock/ACCA/security
Beyondfruit ->
$ACCA Share Structure:
Market Cap Market Cap
3,325,720
Authorized Shares
150,000,000
Outstanding Shares
59,494,093
Restricted
21,894,207
Unrestricted
37,599,886
Held at DTC
33,975,895
Float
9,704,841
Welcome to the team beyondfruit! It should be very much well worth it for you.
Volume is moving today. Good to see people putting eyes on to this ticker. Now its time for Jeff/ACCA to start doing their part and put out those filings.
https://www.otcmarkets.com/stock/ACCA/quote#trade-data
I haven't seen any job listings yet. I assume Jeff is in the state of cherry picking his staff.
Was looking at some basic stuff and noticed that the Synrgy domain is up for sale.
http://www.synrgy.com/
Wonder why Jeff/$SNGY is not jumping on registering that domain. Maybe a sign that Synrgy shell may be getting another name change?
What I believe is their original domain is still up though. Seems to be pointing to a missing Amazon AWS hosting service ( https://stackoverflow.com/questions/21335580/code-nosuchbucket ). But, it does seem the domain is being up-kept, which i believe is a very good sign for the group here!
http://synrgycorp.com/
Talking with someone on twitter and they brought up a good point that should probably be talked about here.
I was unfortunately not around for $SNGY when it ran to $30. It shows what is actually possible here. But the person brought up a good point about the share structure being similar to $ACCA's. Actually, ACCA has a tighter structure and could lead to better outcome (then what SNGY had when it ran). Keep in mind that SNGY has moved to restrict its shares.....Maybe ACCA/ORCIM Financial Holdings/Jeff bought those shares? Or maybe used as part of deal for picking up Acembly for SNGY?
$ACCA Share Structure:
Market Cap Market Cap
3,325,720
Authorized Shares
150,000,000
Outstanding Shares
59,494,093
Restricted
21,894,207
Unrestricted
37,599,886
Held at DTC
33,975,895
Float
9,704,841
$SNGY Share Structure:
Market Cap Market Cap
214,956,000
Authorized Shares
500,000,000
Outstanding Shares
107,478,000
Restricted
107,457,776
Unrestricted
20,224
Held at DTC
0
Float
Not Available
Just think what could happen here if we got the same kind of group behind ACCA as there was with SNGY. Hopefully Jeff/ACCA will release filings soon of what this rough diamond truly has to offer and show the value.