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

~~January~~February 3028, 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))

As used in this current report on Form 8-K, unless the context otherwise requires, the terms “we,” “us,” “the Company,” and “Cost-U-Less” refer to Cost-U-Less, Inc., a Washington corporation.

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Certain~~ On ~~shareholders~~February 28, of2007, ~~Cost-U-Less~~we ~~have~~entered ~~made~~into ~~statements~~separate inletter ~~filings~~agreements with ~~the Securities~~two ~~and~~shareholders, ~~Exchange~~Delafield ~~Commission suggesting that~~Hambrecht, ~~among~~Inc. ~~other~~and ~~things,~~Chadwick ~~our~~Capital ~~board~~Management ofLLC, ~~directors~~pursuant ~~should~~to ~~engage~~which anwe ~~investment~~agreed ~~banker~~ to ~~help~~nominate ~~explore alternatives for enhancing value~~ and ~~liquidity~~support ~~for~~John ~~shareholders~~D. ~~While~~Delafield ~~our ongoing policy~~for iselection ~~not~~ to ~~comment~~our ~~publicly~~board onof ~~the~~directors ~~nature~~at ~~and~~our ~~content~~2007 ofannual ~~our~~meeting ~~strategic~~of ~~deliberations~~shareholders and ~~related~~ ~~activities,~~to wesubmit ~~believe~~a ~~that~~proposal ~~the~~to ~~statements~~our ~~made~~shareholders inat ~~these~~the ~~shareholder filings~~2007 ~~may~~annual ~~create~~meeting ~~an inaccurate impression of~~ to amend our ~~record~~articles of ~~financial~~incorporation ~~adviser engagements.~~to Weremove ~~believe~~the requirement that ~~our shareholders will benefit from~~ a ~~more accurate~~business ~~view~~combination ofbe ~~how~~approved ~~much~~by ~~attention~~holders ~~our board~~ of ~~directors~~at isleast ~~paying~~2/3 toof ~~this~~our ~~important~~outstanding common ~~subject~~stock under certain circumstances.

~~Our~~Delafield ~~board of~~Hambrecht ~~directors~~and ~~has~~Chadwick onCapital ~~several~~Management ~~occasions~~each ~~over~~agreed ~~the~~that ~~past~~through ~~six~~the ~~years engaged~~end ~~professional financial advisers to assist in evaluating strategic alternatives.~~of ~~Since~~2007, ~~conducting~~it ~~our~~will ~~initial~~support ~~public~~the ~~offering~~slate ~~in 1998, our board~~ of directors ~~has formally~~ ~~engaged~~nominated ~~three~~by ~~outside~~our ~~financial~~board ~~advisers,~~and ~~on four separate occasions,~~it ~~during the period from 2000 to 2004, and most recently in 2006. These~~will ~~engagements~~not ~~were~~(i) ~~primarily~~nominate ~~broad~~any ~~mandates~~candidates tofor ~~examine~~election ato ~~range~~the board of ~~potential strategic opportunities~~directors, ~~and in some cases involved assessment of specific~~(ii) ~~opportunities~~make ~~that~~any ~~were~~proposals ~~under~~for ~~consideration.~~other ~~Strategic alternatives examined have included not only potential~~ business ~~combinations~~at ~~but~~an ~~also~~annual ~~acquisition or divestiture opportunities~~meeting, ~~strategic~~or ~~partnering~~(iii) ~~opportunities and potential~~present ~~equity financings, as well as alternative uses for our cash and borrowing~~any ~~capacity~~proposals ~~such~~for asinclusion ~~possible~~in ~~expansion~~our ofproxy ~~the~~statement ~~stock~~or ~~repurchase~~conduct ~~programs~~any ~~we have~~proxy ~~implemented periodically since 2001~~solicitations.

InWe ~~December~~entered ~~2002,~~into wethe ~~engaged~~agreements ~~Delafield Hambrecht, Inc., a Seattle-based investment banker,~~ to ~~help~~avoid ~~identify~~what ~~and~~we ~~assess~~believe ~~potential~~would ~~acquirors~~be ~~and other strategic~~unnecessary ~~opportunities. Delafield Hambrecht had largely concluded this initial assignment by mid-2003. Later~~expenses, indistraction ~~December 2003, our board~~ of ~~directors~~management’s ~~renewed~~time ~~its engagement~~and ofdisruption ~~Delafield~~to ~~Hambrecht~~our ~~for~~business anas ~~additional 12-month period. Less than~~ a ~~year~~result ~~after expiration~~ of ~~this~~a ~~engagement,~~proxy incontest. ~~November 2005,~~ Delafield Hambrecht’s ~~chief~~had ~~executive~~indicated ~~officer, John D. Delafield, announced~~ in anfilings ~~SEC~~with ~~filing~~the SEC that heit ~~and~~was ~~his~~considering ~~firm~~proposing ~~and~~certain ~~other~~actions ~~related~~at ~~parties~~the ~~had~~next ~~acquired more than~~meeting ~~7% beneficial ownership~~ of our ~~outstanding common shares. Later SEC filings~~ byshareholders, including the ~~Delafield~~ ~~group~~election ~~have~~of ~~disclosed~~directors anwho ~~increase~~support of its ~~beneficial~~point ~~ownership to~~of 9view.~~5%,~~ ~~and~~Chadwick ~~have~~Capital ~~also~~Management, ~~included~~through ~~letters~~its toaffiliate ~~our~~Monarch ~~management~~Activist ~~suggesting, among other~~Partners ~~things~~LP, ~~that~~had weindicated ~~hire~~in ana ~~investment~~letter ~~banker~~ to ~~explore~~us ~~strategic~~that ~~alternatives.~~it ~~Mr. Delafield~~was ~~has~~considering ~~publicly~~engaging ~~indicated~~in ~~that~~a ~~his~~proxy contest ~~group~~with isrespect ~~itself~~to ~~interested~~the inupcoming ~~possibly acquiring~~annual ~~the~~meeting ~~Company~~of shareholders.

InA ~~November~~copy ~~2006,~~of the weletter ~~engaged~~agreement ~~our~~with ~~current~~Delafield ~~financial~~Hambrecht ~~adviser,~~is ~~Cascadia~~attached ~~Capital,~~as Exhibit 99.1 ~~LLC~~hereto, to ~~assist~~and ~~our~~a ~~board~~copy of ~~directors~~the inletter ~~exploring~~agreement awith ~~range~~Chadwick ofCapital ~~strategic alternatives.~~Management ~~Cascadia Capital~~ is ~~a Seattle-based investment bank focused on serving emerging~~ ~~growth~~attached ~~and~~as ~~middle~~Exhibit ~~market companies~~99.2 ~~Cascadia Capital employs 20 professionals and offers its clients a nationally recognized M&A advisory practice~~hereto.

~~This~~In ~~current~~connection ~~report~~with ~~contains statements that are forward-looking. These statements are made pursuant to~~ the ~~safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating~~foregoing, ~~financial,~~we ~~and~~issued ~~competitive~~a ~~information~~press ~~and~~release ~~are~~which ~~subject~~is ~~to various~~attached risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, including that our efforts to identify strategic alternatives, even as ~~assisted by the engagement of a~~ financial adviser, may not successfully lead to the identification or implementation of a strategic alternative, and that any strategic alternative identified by us may not be attractive to our shareholders and may not result in enhanced shareholder valueExhibit 99.3 Other risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated include those risks and uncertainties detailed in our periodic reports filed with the SEChereto.

The press release disclosing our record of financial adviser engagements is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	~~Press~~Letter ~~release~~agreement, ofdated February 28, 2007, between Cost-U-Less, Inc., ~~dated~~and ~~January~~Delafield 30Hambrecht, ~~2007~~Inc.
99.2	Letter agreement, dated February 28, 2007, between Cost-U-Less, Inc. and Chadwick Capital Management LLC
99.3	Press release of Cost-U-Less, Inc., dated March 6, 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.

		Cost-U-Less, Inc.


Dated: March 6, 2007		By: /s/ Martin P. Moore

		Name: Martin P. Moore
		Title: Chief Financial Officer

~~Dated: January 30, 2007 By: /s/ Martin P. Moore~~ 3

Name: Martin P. Moore

Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	~~Press~~Letter ~~release~~agreement, ofdated February 28, 2007, between Cost-U-Less, Inc., ~~dated~~and ~~January~~Delafield 30Hambrecht, ~~2007~~Inc.
99.2	Letter agreement, dated February 28, 2007, between Cost-U-Less, Inc. and Chadwick Capital Management LLC
99.3	Press release of Cost-U-Less, Inc., dated March 6, 2007

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