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):  February 21, 2011

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 February 21, 2011, CoSine Communications, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2010.  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 February 21, 2011, 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.

February 21, 2011	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 February 21, 2011, of Cosine Communications, Inc.

EX-99.1

EXHIBIT 99.1

COSINE COMMUNICATIONS, INC. ANNOUNCES FINANCIAL RESULTS

FOR THE YEAR AND QUARTER ENDED DECEMBER 31, 2010

Los Gatos, California, February 21, 2011 -- CoSine Communications, Inc. (COSN.PK), today announced net loss of $929,000 or $(0.09) loss per share for the year ended December 31, 2010 as compared to net loss of $597,000 or $(0.06) per share for the year ended December 31, 2009.  Net loss for the quarter ended December 31, 2010 was $207,000 or $(0.02) loss per share as compared to net loss of $152,000 or $(0.02) per share for the quarter ended December 31, 2009.

 About Cosine Communications

CoSine Communications was founded in 1998 as a global telecommunications equipment supplier.  As of December 31, 2006, CoSine had ceased all its product and customer service related operations. CoSine’s strategic plan is to redeploy its existing resources to identify and acquire, or invest in, one or more operating businesses with the potential for generating taxable income and/or capital gains. 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.

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						Twelve months ended
	December 31,						December 31,
	(Unaudited)
	2010			2009			2010			2009
Revenue:
	$	-		$	-		$	-		$	-
Operating expenses:
General and administrative		213			154			970			738
Total operating expenses		213			154			970			738
Loss from operations		(213	)		(154	)		(970	)		(738	)
Interest income and other		6			2			42			141
Loss before provision for income taxes		(207	)		(152	)		(928	)		(597	)
Income tax provision		-			-			(1	)		-
Net Loss	$	(207	)	$	(152	)	$	(929	)	$	(597	)
Basic net loss per share	$	(0.02	)	$	(0.02	)	$	(0.09	)	$	(0.06	)
Diluted net loss per share	$	(0.02	)	$	0.02	)	$	( 0.09	)	$	(0.06	)
Shares used in computing basic and diluted net loss per share
Basic		10,091			10,091			10,091			10,091
Diluted		10,091			10,091			10,091			10,091

2

CoSine Communications, Inc.

CONDENSED BALANCE SHEETS

(in thousands)

	December 31, 2010			December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	21,640		$	22,564
Interest receivable		2			2
Prepaid expenses and other current assets		28			28
Total current assets		21,670			22,594
Long-term deposits		3			3
	$	21,673		$	22,597
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	189		$	172
Other accrued liabilities		35			60
Total current liabilities		224			232
Stockholders' equity:
Common stock		1			1
Additional paid-in capital		539,101			539,088
Accumulated other comprehensive income		-			-
Accumulated deficit		(517,653	)		(516,724	)
Total stockholders' equity		21,449			22,365
	$	21,673		$	22,597