Note 1: Nature of Operations

ShiftPixy, Inc.,  ("we," "us," "our," the " Company" or "ShiftPixy"), was incorporated on June 3, 2015, in the State of Wyoming. We are a specialized staffing service provider that provides solutions for large contingent part-time workforce demands, primarily in the restaurant and hospitality service trades. Our historic focus has been on the quick service restaurant industry in Southern California, but we have begun to expand into other geographic areas and industries employing temporary or part-time labor sources.

The Company and its wholly-owned subsidiary Rethink Human Capital Management, Inc. ("RT") function as employment administrative services ("EAS") providers, offering administrative and processing services, as well as performing functions in the nature of a payroll processor, human resources consultant, administrator of workers' compensation coverages and claims and provider of workers' compensation coverage written in the names of the Company's clients (as may be required by some states). We have built a human resources information systems platform to assist in customer acquisition that simplifies the onboarding of new clients into our closed proprietary operating and processing information system (the "ShiftPixy Ecosystem"). This platform is expected to facilitate additional value-added services in future reporting periods. In January 2020, we sold the assets of Shift Human Capital Management, Inc. ("SHCM"), a wholly-owned subsidiary of the Company, pursuant to which we assigned the majority of our billable clients to a third party for cash as described below in Note 3.

On December 17, 2019, the Company effected a 1 for 40 reverse stock split. All common stock and common stock equivalents are presented retroactively to reflect the reverse split.

On March 25, 2020, the Company filed Amended and Restated Articles of Incorporation (the "Restated Articles of Incorporation") with the Wyoming Secretary of State, which were approved by the Company's board of directors (the "Board of Directors") and its stockholders representing a majority of its outstanding shares of capital stock. The Restated Articles of Incorporation, among other things, set conversion rights for the Company's Class A Preferred Stock, par value $0.0001 per share, to convert into shares of common stock on a one-for-one basis.