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):  November 6, 2009

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)
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 November 6, 2009, CoSine Communications, Inc. issued a press release announcing its financial results for the quarter ended September 30, 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 November 6, 2009, of CoSine Communications, Inc.

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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.

November 10, 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)

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated November 6, 2009, of Cosine Communications, Inc.

EX-99.1

EXHIBIT 99.1

COSINE COMMUNICATIONS ANNOUNCES FINANCIAL RESULTS

FOR THE QUARTER ENDED SEPTEMBER 30, 2009

LOS GATOS, Calif., Nov. 6 /PRNewswire-FirstCall/ -- CoSine Communications, Inc. (Pink Sheets: COSN), today announced net loss of $139,000 or $(0.01) loss per share for the quarter ended September 30, 2009 as compared to net income of $2,000 or $0.00 per share for the quarter ended September 30, 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						Nine months
	ended						ended
	September 30,						September 30,
	2009			2008			2009			2008
Revenue:
Product	$	—		$	—		$	—		$	—
Service		—			—			—			—
Total revenue		—			—			—			—
Cost of revenue		—			—			—			—
Gross profit (loss)		—			—			—			—
Operating expenses:
General and administrative		170			169			583			492
Total operating expenses		170			169			583			492
Loss from operations		(170	)		(169	)		(583	)		(492	)
Interest income and other		31			171			139			568
Income (loss) before income tax provision		(139	)		2			(444	)		76
Income tax provision		—			—			1			—
Net (loss) income	$	(139	)	$	2		$	(445	)	$	76
Basic net (loss) income per share	$	(0.01	)	$	0.00		$	(0.04	)	$	0.01
Diluted net (loss) income per share	$	(0.01	)	$	0.00		$	(0.04	)	$	0.01
Shares used in computing basic and diluted net income per share
Basic		10,091			10,091			10,091			10,091
Diluted		10,091			10,093			10,091			10,093

CoSine Communications, Inc.

CONDENSED BALANCE SHEETS

(in thousands)

	September 30,
	2009			December 31,
	(Unaudited)			2008 (1)
ASSETS
Current assets:
Cash and cash equivalents	$	22,679		$	9,155
Short-term investments		—			13,997
Other receivables		—			96
Prepaid expenses and other current assets		39			31
Total current assets		22,718			23,279
Long-term deposits		3			3
Total assets	$	22,721		$	23,282
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	173		$	207
Other accrued liabilities		33			53
Total current liabilities		206			260
Stockholders' equity:
Common stock		1			1
Additional paid-in capital		539,086			539,060
Accumulated other comprehensive income		—			88
Accumulated deficit		(516,572	)		(516,127	)
Total stockholders' equity		22,515			23,022
Total liabilities and stockholders' equity	$	22,721		$	23,282

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