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

 

 
2
 

 

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: ______________________

 

 
3
 

 

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.

  

 
4
 

 

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, 2016By:/s/ Scott W. Absher

 

 

Scott W. Absher

 

 

 

5