shiftpixy_sc13g.htm

0001477932-16-013989.txt : 20161208 0001477932-16-013989.hdr.sgml : 20161208 20161208172535 ACCESSION NUMBER: 0001477932-16-013989 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161208 DATE AS OF CHANGE: 20161208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ShiftPixy, Inc. CENTRAL INDEX KEY: 0001675634 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 474211438 STATE OF INCORPORATION: WY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89717 FILM NUMBER: 162042263 BUSINESS ADDRESS: STREET 1: 1 VENTURE STREET 2: SUITE 150 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 888-798-9100 MAIL ADDRESS: STREET 1: 1 VENTURE STREET 2: SUITE 150 CITY: IRVINE STATE: CA ZIP: 92618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Absher Scott W CENTRAL INDEX KEY: 0001289144 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 1 VENTURE STREET 2: SUITE 150 CITY: IRVINE STATE: CA ZIP: 92618 SC 13G 1 shiftpixy_sc13g.htm SC 13G shiftpixy_sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

ShiftPixy, Inc
(Name of Company)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

82452L 104

(CUSIP Number)

December 7, 2016

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)

____________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1
NAME OF REPORTING PERSON

Scott W. Absher
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
3
SEC USE ONLY

4
CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER

12,500,000
6
SHARED VOTING POWER

0
7
SOLE DISPOSITIVE POWER

12,500,000
8
SHARED DISPOSITIVE POWER

0

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,500,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

47.68% (1)
12
TYPE OF REPORTING PERSON*

IN

________________

(1)
Based on 26,213,800 shares of common stock deemed to be outstanding as of December 7, 2016

Item 1(a).
NAME OF ISSUER:

The name of the issuer is ShiftPixy, Inc., a Wyoming corporation (the "Company").

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

The address of the Company’s principal executive office is 1 Venture Suite 150, Irvine CA 92618.

Item 2(a).
NAME OF PERSON FILING:

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

Item 2(c).
CITIZENSHIP:

Scott W. Absher
1 Venture Suite 150
Irvine CA 92618.
Citizenship: U.S.

Item 2(d).
TITLE OF CLASS OF SECURITIES:

Common Stock, par value $0.0001 per share (the "Common Stock").

Item 2(e).
CUSIP NUMBER:

82452L 104

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)
¨
Broker or dealer registered under Section 15 of the Act,

(b)
¨
Bank as defined in Section 3(a)(6) of the Act,

(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,

(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)
¨
Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),

(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),

(h)
¨
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)
¨
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________________

Item 4.
OWNERSHIP

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for the Reporting Person. The percentage set forth in Row (11) of the cover page for the Reporting Person is based on 26,213,800 shares of common stock deemed to be outstanding as of December 7, 2016

Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

Item 10.
CERTIFICATION.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: December 8, 2016 By: /s/ Scott W. Absher

Scott W. Absher

1	NAME OF REPORTING PERSON Scott W. Absher
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,500,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.68% (1)
12	TYPE OF REPORTING PERSON* IN

Item 1(a).	NAME OF ISSUER:

	The name of the issuer is ShiftPixy, Inc., a Wyoming corporation (the "Company").

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

	The address of the Company’s principal executive office is 1 Venture Suite 150, Irvine CA 92618.

Item 2(a).	NAME OF PERSON FILING:

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

Item 2(c).	CITIZENSHIP:

	Scott W. Absher 1 Venture Suite 150 Irvine CA 92618. Citizenship: U.S.

Item 2(d).	TITLE OF CLASS OF SECURITIES:

	Common Stock, par value $0.0001 per share (the "Common Stock").

(a)	¨	Broker or dealer registered under Section 15 of the Act,

(b)	¨	Bank as defined in Section 3(a)(6) of the Act,

(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act,

(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),

(g)	¨	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),

(h)	¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

	Not applicable.

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

	Not applicable.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP.

	Not applicable.



DATE: December 8, 2016	By:	/s/ Scott W. Absher
		Scott W. Absher