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):  May 11, 2009

COSINE COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-30715	94-3280301
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

61 East Main Street, Suite B

Los Gatos, California 95030

(Address of principal executive offices) (Zip Code)

(408) 399-6494

(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 May 11, 2009, CoSine Communications, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2009.  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 May 11, 2009, of CoSine Communications, Inc.

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.

May 13, 2009	By:	/s/ Terry R. Gibson
		Terry R. 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 May 11, 2009, of Cosine Communications, Inc.

EX-99.1

EXHIBIT 99.1

COSINE COMMUNICATIONS ANNOUNCES FINANCIAL RESULTS

FOR THE QUARTER ENDED MARCH 31, 2009

Los Gatos, California, May 11, 2009 - CoSine Communications, Inc. (Pink Sheets: COSN), today announced net loss of $155,000 or $(0.02) loss per share for the quarter ended March 31, 2009 as compared to net income of $52,000 or $0.01 per share for the quarter ended March 31, 2008.

CoSine’s strategic plan is to redeploy its existing resources to identify and acquire new business operations.

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 ceased its customer service operations effective December 31, 2006. CoSine’s strategic plan is to redeploy its existing resources to identify and acquire new business operations. 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 assurance can be given that CoSine will find suitable candidates, and if it does, that it will be able to utilize its existing NOLs.

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.

For additional information contact:

Terry Gibson

(408) 399-6494

E-mail: Terry.Gibson@Cosinecom.com

CoSine Communications, Inc.

STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Three months ended
	March 31,
	2009			2008
Revenue:
Product	$	-		$	-
Service		-			-
Total revenue		-			-
Cost of revenue		-			-
Gross profit		-			-
Operating expenses:
Research and development		-			-
Sales and marketing		-			-
General and administrative		225			178
Total operating expenses		225			178
Loss from operations		(225	)		(178	)
Interest and other income		71			230
Income (loss) before income tax provision		(154	)		52
Income tax provision		(1	)		-
Net (loss) income	$	(155	)	$	52
Basic net (loss) income per share	$	(0.02	)	$	0.01
Diluted net (loss) income per share	$	(0.02	)	$	0.01
Shares used in computing basic and diluted net income per share
Basic		10,091			10,091
Diluted

CoSine Communications, Inc.

CONDENSED BALANCE SHEETS

(in thousands)

	March 31, 2009			December 31,
	(Unaudited)			2008(1)
ASSETS
Current assets:
Cash and cash equivalents	$	15,311		$	9,155
Short-term investments		7,715			13,997
Other receivables		32			96
Prepaid expenses and other current assets		20			31
Total Current Assets		23,078			23,279
Long-Term Deposits		3			3
Total Assets	$	23,081		$	23,282
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	224		$	207
Other accrued liabilities		20			53
Total liabilities		244			260
Stockholders' equity:
Common stock		1			1
Additional paid-in capital		539,068			539,060
Accumulated other comprehensive income		50			88
Accumulated deficit		(516,282	)		(516,127	)
Total stockholders' equity		22,837			23,022
	$	23,081		$	23,282

(1) Amounts are derived from the December 31, 2008 audited financial statements.