SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Dec 11, 2023

2. SEC Identification Number

26986

3. BIR Tax Identification No.

000-846-618-000

4. Exact name of issuer as specified in its charter

D.M. WENCESLAO & ASSOCIATES, INCORPORATED

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

15th Floor, Aseana 3, D. Macapagal Blvd corner Asean Ave., Aseana City, Paranaque City Postal Code 1714

8. Issuer's telephone number, including area code

(632) 8854-5711

9. Former name or former address, if changed since last report

Not Applicable

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares	3,395,864,100

11. Indicate the item numbers reported herein

Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

D.M. Wenceslao & Associates, IncorporatedDMW

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
D.M. Wenceslao & Associates, Inc.'s (DMW) subscription to 164,106 new common shares of Bay Resources and Development Corp (BRDC).
Background/Description of the Disclosure
On December 11, 2023, the Board of Directors of DMW approved its subscription to 164,106 new common shares in BRDC for approximately Php232.17 Million, providing fresh capital to BRDC for general corporate purposes and developments. BRDC issued 164,106 new common shares to DMW, increasing DMW's ownership in BRDC to 51% from 50%. This gives DMW a majority stake in BRDC.

Date of Approval by Board of Directors	Dec 11, 2023

Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction
Capital infusion to BRDC for general corporate purposes and developments.

Details of the acquisition or disposition

Date	Dec 11, 2023

Manner
Subscription to newly issued BRDC shares through the execution of a subscription agreement
Description of the company to be acquired or sold
BRDC was established to acquire, develop and market real estate properties. BRDC currently owns parcels of land in Aseana City and has existing land lease contracts.

The terms and conditions of the transaction

Number of shares to be acquired or disposed	164,106
Percentage to the total outstanding shares of the company subject of the transaction	1
Price per share	Php1,414.74

Nature and amount of consideration given or received
Php232,167,322
Principle followed in determining the amount of consideration
Fair market value of BRDC shares. The Fair Market Value of BRDC shares was determined through a third party appraisal of its assets.
Terms of payment
Cash
Conditions precedent to closing of the transaction, if any
N/A
Any other salient terms
N/A

Identity of the person(s) from whom the shares were acquired or to whom they were sold

Name	Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
N/A. Subscription to original issuance of shares.	BRDC is a JV entity of DMW.

Effect(s) on the business, financial condition and operations of the Issuer, if any
DMW, through its increased stake in BRDC, is expected to benefit from BRDC's developments and growth plans.
Other Relevant Information
N/A