FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
WILSON CLARK N

(Last) (First) (Middle)
2700 VIA FORTUNA
SUITE 400

(Street)
AUSTIN TX 78746

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/11/2005
3. Issuer Name and Ticker or Trading Symbol
WILSON HOLDINGS, INC. [ WSHD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 12,460,826(1)(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Option to Buy) (1) 08/29/2015 Common Stock 100,000 2 D
Explanation of Responses:
1. The option is immediately exercisable as to all shares. The Issuer has the right to repurchase any exercised but unvested shares. The option vests as to 20% of the shares on the first anniversary of the grant date and in 48 equal monthly installments thereafter.
2. An additional 1,000,000 shares of Common Stock, of which 333,334 shares are held of record by Jud Cary, Trustee of the Taylor Wilson Revocable Trust, 333,000 shares are held by Jud Cary, Trustee of the Bradley Scott Wilson 1993 Trust and 333,000 shares are held by Jud Cary, Trustee of the Lindsey May Kathryn Wilson 1995 Trust (collectively, the "Trusts"), are held for the benefit of Mr. Wilson's children. Mr. Wilson disclaims beneficial ownership of all shares held by the Trusts.
/s/ Clark N. Wilson 10/21/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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