SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 4, 2003

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COST-U-LESS, INC.
(Exact name of registrant as specified in its charter)

WASHINGTON 0-24543 91-1615590
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)

8160 - 304th Avenue SE
Building 3, Suite A
Preston, Washington 98050

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (425) 222-5022

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Item 5. Other Events and Required FD Disclosure.

On November 4, 2003, Cost-U-Less, Inc. (the "Company") issued a press
release stating that its discussions with ASSI, Inc. regarding a potential cash
investment by ASSI pursuant to the purchase of unregistered newly-issued shares
of the Company's common stock had been terminated. The Company initially
announced discussions with ASSI concerning a potential acquisition of the
Company on June 24, 2003, and provided an update on October 10, 2003, to reflect
discussion of a potential cash investment.

A copy of the press release is attached as Exhibit 99.1 to this current
report on Form 8-K and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

Exhibit No. Description
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99.1 Press release of Cost-U-Less, Inc. dated
November 4, 2003

Item 12. Results of Operations and Financial Condition

The information in this Item 12 and the portion of the exhibit attached
hereto relating to the Company's results of operation and financial condition
shall not be deemed to be filed for the purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as
amended.

In its November 4, 2003, press release, the Company also announced that it
generated net income of $281,000, or $0.08 per fully diluted share outstanding,
for the third fiscal quarter ended September 28, 2003, compared to net income of
$207,000, or $0.06 per fully diluted share outstanding, for the corresponding
quarter last year.

A copy of the press release is attached as Exhibit 99.1 to this current
report on Form 8-K and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Cost-U-Less, Inc.

November 5, 2003 By: /s/ J. Jeffrey Meder
J. Jeffrey Meder, President and
Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description
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99.1 Press release of Cost-U-Less, Inc. dated
November 5, 2003