Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Holmes John Stephen
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
ShiftPixy, Inc. [PIXY]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)

IRVINE, CA 92618
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, par value $0.0001 12,500,000

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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
Option to Acquire Common Stock 03/15-06:00/2017(1) 03/15-06:00/2027 Common Stock 50,000 $ 4 D  
Option to Acquire Preferred Stock   (2) 12/31-07:00/2023 Preferred Stock 12,500,000 $ 0.0001 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Holmes John Stephen
IRVINE, CA 92618


/s/ J. Stephen Holmes 06/28-06:00/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Note that options shares are initially unvested and subject to repurchase by the Corporation at the Exercise Price paid per share. The Optionee shall acquire a vested interest in, and the Corporation's repurchase right shall accordingly lapse with respect to: (i) 25% of the Option Shares upon Optionee's completion of one year of Service as an independent contractor measured from the Vesting Commencement Date; and (ii) the balance of the Option Shares in a series of 36 successive equal monthly installments upon Optionee's completion of each additional month of Service over the 36 month period measured from the first anniversary of the Vesting Commencement Date. The Vesting Commencement Date is March 15, 2017. In no event shall any additional Option Shares vest after Optionee's cessation of Service.
(2) The Option may be exercised only upon the following events: 1. The acquisition of a Controlling interest by a shareholder or shareholders other than Scott Absher or Steve Holmes. "Controlling interest" means the ownership of outstanding voting shares of the Company sufficient to enable the acquiring person, directly or indirectly and individually or in association with others, to exercise one-fifth or more of all the voting power of the Company in the election of directors or any other business matter on which shareholders have the right to vote under Wyoming Law. 2. Prior to any proposed merger, consolidation (in which the Company's common stock is changed or exchanged) or sale of at least 50% of the Company's assets or earning power (other than a reincorporation).
The Form 8A12B initially requiring a Form 3 was filed on November 28, 2016 but withdrawn through a Form 25 filed on February 14, 2017.  The Form 8A12B requiring the filing of this Form 3 was filed on June 28, 2017.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.