UNITED
      STATES


SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        DC 20549
 
 **_______________**
 
 **FORM 8-K**
 
 **CURRENT
        REPORT**
 **Pursuant
        to Section 13 or 15(d) of the Securities Exchange Act of 1934**
 
 
 **August
        14, 2007**
 Date
        of
        report (date of earliest event reported)
 
  **COST-U-LESS,
        INC.**
 (Exact
        name of registrant as specified in its charter)
 
 **Washington**
              
              **0-24543**
              
              **91-1615590**(State
                  or other jurisdiction of incorporation)
              
              (Commission
                  File Number)
              
              (I.R.S.
                  Employer Identification No.)
 
 
 **3633
        136th Place SE, Suite 110**
 **Bellevue,
        Washington 98006**
 (Address
        of principal executive offices)(Zip code)
 
 
 **(425)
        945-0213**
 (Registrant’s
        telephone number, including area code)
   Check
        the
        appropriate box below if the Form 8-K filing is intended to simultaneously
        satisfy the filing obligation of the registrant under any of the following
        provisions (see General Instruction A.2. below):
  [
        ]
        Written communications pursuant to Rule 425 under the Securities Act (17
        CFR
        230.425)
  [
        ]
        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
        240.14a-12)
  [
        ]
        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
        Act
        (17 CFR 240.14d-2(b))
  [
        ]
        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
        Act
        (17 CFR 240.13e-4(c))
 
  **Item
        2.02** **Results
        of Operations and Financial Condition.**
 
 On
        August
        14, 2007, Cost-U-Less, Inc. issued a press release announcing its financial
        results for the second fiscal quarter ended July 1, 2007. In its press release,
        the Company reported for the second fiscal quarter net income of $683,000,
        or
        $0.16 per fully diluted share outstanding, compared to net income of $475,000,
        or $0.11 per fully diluted share outstanding, for the second quarter of fiscal
        2006. A copy of this press release is furnished and attached hereto as Exhibit
        99.1 and is incorporated herein by reference.
  The
        information in this report and the exhibit attached hereto are being furnished
        and shall not be deemed filed for purposes of the Securities Exchange Act
        of
        1934, as amended, nor shall it be deemed incorporated by reference in any
        filing
        under the Securities Act of 1933, as amended, or the Securities Exchange
        Act of
        1934, as amended, except as shall be expressly stated by specific reference
        in
        such filing.
  
 **Item
        9.01 Financial Statements and Exhibits.**
  (c)
        Exhibits.
  Exhibit
                  No.
              
              Description99.1
              
              Cost-U-Less,
                  Inc. press release dated August 14,
                  2007
  
  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.August
                  14, 2007
              By:
              /s/
                  Martin MooreMartin
                  Moore, Chief Financial Officer
 
   
  EXHIBIT
        INDEX
 
 
 Exhibit
                  No.
              
              Description99.1
              
              Cost-U-Less,
                  Inc. press release dated August 14,
                  2007