As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/16/03  Assi Inc                          SC 13D/A               1:56K  Cost U Less Inc                   Merrill Corp-MD/FA
          Louis Habash

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML     40K 
                          Ownership                                              

SEC 1746 (11-02)

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	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*
(Final Amendment)

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

Check the following box if a fee is being paid with the statement. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

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STATEMENT ON SCHEDULE 13D

 

 

This Amendment No. 5 to Schedule 13D is filed by ASSI, Inc., a Nevada corporation (“ASSI”), and Louis Habash (“Habash”), to amend and update the Schedule 13D dated April 5, 2002 (the “Original Schedule 13D”), which was previously amended by Amendment No. 1 dated November 14, 2002, Amendment No. 2 dated June 16, 2003 (“Amendment No. 2”), Amendment No. 3 dated October 10, 2003 (“Amendment No. 3”), and Amendment No. 4 dated November 4, 2003.  All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D.  Items not included in this Amendment are either not amended or not applicable.

 

Item 5.	Interest in Securities of the Issuer
Item 5 is amended to read as follows:
(a)        As of the date of this Schedule, ASSI was the record and beneficial owner of 106,736 shares of Common Stock, representing approximately 2.96% of the 3,606,376 outstanding shares of Common Stock based upon the information in the Company’s Annual Report on Form 10-Q for the quarter ended September 28, 2003.
As sole shareholder of ASSI, Habash beneficially owns all of the shares of Common Stock beneficially owned by ASSI.
Burroughs and James are not the beneficial owner of any shares of Common Stock and specifically disclaim any beneficial ownership in the shares of Common Stock beneficially owned by ASSI.
(b)        ASSI has sole power to vote or direct the vote and to dispose or direct the disposition of the 106,736 shares of Common Stock beneficially owned by it.  Habash, as sole shareholder of ASSI, shares the power to vote or direct the vote, and to dispose or direct the disposition of, the Common Stock beneficially owned by ASSI.
(c)        In a series of transactions in the open market from November 18, 2003 through December 11, 2003, ASSI sold 127,364 shares of Common Stock at prices ranging from $3.21 to $3.49 per share.
(d)        Not applicable.
(e)        ASSI and Habash each ceased to be the beneficial owners of more than five percent of the Common Stock of the Company on or about November 24, 2003.

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 15, 2003
	ASSI, INC.
	By:	/s/ Louis Habash
		Louis Habash, President
	/s/ Louis Habash
	Louis Habash

 

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