Retail Pro, Inc. - 3 filing on 2004-06-16

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Boone Jeffrey T

(Last)

(First)

(Middle)

3252 HOLIDAY COURT, SUITE #208

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2004

3. Issuer Name and Ticker or Trading Symbol
ISLAND PACIFIC INC [ IPI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF TECHNOLOGY OFFICER

5. If Amendment, Date of Original Filed (Month/Day/Year)

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)

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 (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
SERIES B CONVERTIBLE PREFERRED STOCK	⁽¹⁾	⁽¹⁾	COMMON STOCK	1,258,616	⁽²⁾	D
NON-STATUTORY STOCK OPTION (RIGHT TO BUY)	⁽³⁾	06/01/2014	COMMON STOCK	1,572,354	0.77	D

Explanation of Responses:

1. Upon the Company's filing of an amendment to its Certificate of Incorporation increasing the number of shares of common stock the Company is authorized to issue, sufficient to permit full conversion of all Series B Preferred shares into shares of common stock, each share of Series B Preferred outstanding shall automatically convert into shares of the Company's common stock

2. Each share of Series B Preferred has a conversion value of $3.00 (three dollars). The conversion price for each share of Series B Preferred is $1.00 (one dollar) .

3. 786,179 shares shall vest on the first anniversary of the date of grant. The remaining 786,177 shares shall vest in twelve equal monthly installments of 65,514 commencing on the first anniversary of the grant date.

Remarks:

	Jackie Tran. attorney-in-fact	06/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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