8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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):  March 24, 2006

COSINE COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-30715	94-3280301
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
560 S. Winchester Blvd., Suite 500 San Jose, California 95128
(Address of principal executive offices) (Zip Code)
(408) 236-7518
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 March 24, 2006, CoSine Communications, Inc. issued a press release announcing its financial results for its fourth quarter and year ended December 31, 2005. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

99.1 Press Release, dated March 24, 2006, of CoSine Communications, Inc.

2

SIGNATURES

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

March 24, 2006	By:	/s/ TERRY GIBSON
		Terry Gibson,
		Chief Executive Officer, Chief Financial Officer and Secretary (Principal Executive, Financial and Accounting Officer and Duly Authorized Officer)

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated March 24, 2006, of CoSine Communications, Inc.

EX-99.1

EXHIBIT 99.1

CoSine Communications Announces Financial Results for the Quarter and Year Ended

December 31, 2005

SAN JOSE, CALIF., March 24, 2006 – CoSine Communications, Inc. (COSN.PK), a provider of customer support services for managed, network-based IP and broadband service providers, today announced revenues of $934,000 and a net income of $325,000, or $0.03 per share for the three months ended December 31, 2005, as compared to revenues of $1,564,000 and a net loss of $5.6 million or $0.53 loss per share for the three months ended December 31, 2004. For the year ended December 31, 2005, CoSine reported revenues of $3.3 million and a net loss of $1.2 million or $0.12 loss per share as compared to revenues of $9.7 million and a net loss of $37.3 million or $3.70 loss per share for the year ended December 31, 2004.

About Cosine Communications

CoSine Communications was founded in 1998 as a global telecommunications equipment supplier to empower service providers to deliver a compelling portfolio of managed, network-based IP and broadband services to consumers and business customers. CoSine’s strategic plan is to redeploy its existing resources to identify and acquire new business operations, while continuing to provide support to CoSine’s existing customers. CoSine’s redeployment strategy will involve the acquisition of one or more operating businesses with existing or prospective taxable earnings. This strategy may allow CoSine to realize future cash flow benefits from its net operating loss carry-forwards (“NOLs”). As of this date, no candidates have been identified, and no assurance can be given that CoSine will find suitable candidates, and if it does, that it will be able to utilize its existing NOLs.

Currently, CoSine's business consists primarily of a customer service capability operated under contract by a third party.

Safe Harbor Warning

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, which include, among others, statements concerning CoSine's expected financial performance, exploration of strategic alternatives, and business outlook, expected performance and developments. The company uses words such as "anticipate," "believe," "plan," "expect," "future," "intend" and similar expressions to identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements.

Factors that might cause such a difference include, but are not limited to, Cosine’s ability to identify and effectuate desirable strategic acquisitions, the time and costs required to explore and investigate possible transactions and other corporate actions, management and board interest in and distraction due to exploring and investigating strategic alternatives, the reactions, either positive or negative, of investors, competitors, customers, employees and others to CoSine exploring and executing possible strategic acquisitions. A detailed discussion of these factors and other risks that affect CoSine's business is contained in its SEC filings, including its most recent reports on Form 10-K and Form 10-Q, particularly under the heading "Risk Factors." Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only as of the date hereof. CoSine undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements.

CoSine Communications, Inc.

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)

	Three months ended						Twelve months ended
	Dec 31,						Dec 31,
	2005			2004			2005			2004
Revenue:
Product	$	—		$	935		$	216		$	6,924
Service		934			629			3,099			2,751
Total revenue		934			1,564			3,315			9,675
Cost of revenue		504			(287	)		2,049			7,086
Gross profit		430			1,851			1,266			2,589
Operating expenses:
Research and development		—			1,762			103			15,078
Sales and marketing		—			458			105			10,052
General and administrative		402			1,438			3,227			6,064
Restructuring and impairment charges (credits)		—			3,695			(91	)		8,909
Total operating expenses		402			7,353			3,344			40,103
Income (Loss) from operations		28			(5,502	)		(2,078	)		(37,514	)
Interest income and expense and other, net		162			(94	)		632			210
Income (Loss) before income tax (benefit) provision		190			(5,596	)		(1,446	)		(37,304	)
Income tax (benefit) provision		(135	)		31			(228	)		33
Net Income (Loss)	$	325		$	(5,627	)	$	(1,218	)	$	(37,337	)
Basic net income (loss) per share	$	0.03		$	(0.53	)	$	(0.12	)	$	(3.70	)
Shares used in computing basic net loss per share		10,091			10,600			10,094			10,082

CoSine Communications, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31, 2005 (1)			December 31, 2004 (1)
ASSETS
Current assets:
Cash and cash equivalents	$	12,417		$	9,203
Short-term investments		10,749			15,710
Accounts receivable, trade		96			1,328
Other receivables		209			483
Prepaid expenses and other current assets		119			949
Total current assets		23,590			27,673
Long-term deposits		250			150
	$	23,840		$	27,823
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	237		$	252
Accrued warranty liability		—			157
Other accrued liabilities		874			3,129
Accrued compensation		—			412
Deferred revenue		126			509
Total current liabilities		1,237			4,459
Total liabilities		1,237			4,459
Stockholders' equity:
Common stock		1			1
Additional paid—in capital		538,947			540,028
Notes receivable from stockholders		—			(1,520	)
Accumulated other comprehensive income		632			614
Accumulated deficit		(516,977	)		(515,759	)
Total stockholders' equity		22,603			23,364
	$	23,840		$	27,823

1 Amounts are derived from the December 31, 2005 and 2004 audited financial statements.

CONTACT: CoSine Communications, Inc.: Terry Gibson (408) 236-7518 E-mail: Terry.Gibson@Cosinecom.com