Filing Details

ShiftPixy, Inc

(Name of Company)

¨

Rule 13d-1(b)

¨

Rule 13d-1(c)

x

Rule 13d-1(d)

1

NAME OF REPORTING PERSON

John Stephen Holmes

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:

John Stephen Holmes

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.

John Stephen Holmes