October 16, 2018

Scott Absher
Chief Executive Officer
ShiftPixy, Inc.
1 Venture, Suite 150
Irvine, CA 92618

       Re: ShiftPixy, Inc.
           Registration Statement on Form S-3
           Filed October 1, 2018
           File No. 333-227642

Dear Mr. Absher:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-3 filed October 1, 2018

General

1.     We note that you filed a Form 12b-25 on January 17, 2018 to extend the
filing deadline
       for your 10-Q for the quarter ended November 30, 2017 and that you
subsequently filed
       your Form 10-Q on January 22, 2018. We also note that the 10-Q was
initially due on
       January 15, 2018, so the deadline to file the Form 12b-25 was January
16, 2018. As a
       result, your 10-Q for the quarter ended November 30, 2018 was not timely
filed and it
       appears that the company is not S-3 eligible. Please tell us why you
believe you are
       eligible to file on Form S-3, or amend your registration statement to
file on an appropriate
       form.
 Scott Absher
ShiftPixy, Inc.
October 16, 2018
Page 2
Incorporation by Reference, page 32

2.       We note that you incorporate by reference your 10-K/A for the fiscal
year ended August
         31, 2017. Please amend the Form 10-K to include all required exhibits,
including the
         company's governing documents. See Item 601(b) of Form S-K. Please
also amend your
         Form 10-K to provide the signatures of a majority of the company's
board of directors.
         See General Instruction D.2 of Form 10-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Rahul K. Patel, Staff Attorney, at (202) 551-3799 or Kim
McManus,
Senior Counsel, at (202) 551-3215 with any other questions.



                                                            Sincerely,
FirstName LastNameScott Absher
                                                            Division of
Corporation Finance
Comapany NameShiftPixy, Inc.
                                                            Office of Real
Estate and
October 16, 2018 Page 2                                     Commodities
FirstName LastName