SEC Division of Corporation Finance no-action letter: CoSine Communications, Inc.

COLLETTE ERICKSON
FARMER & a-NEILL LLP
ATTORNEYS AT LAW
235 PINE STREET, SUITE 1300
SAN FRANCISCO, CALIFORNIA 94104-2733
TELEPHONE (415) 788-4646 • FAX (415) 788-6929 • www.collette.com Securities Exchange Act of 1934, Section 12(h); Rule 12h-3 Securities Exchange Act of 1934, Section 13(a) Securities Exchange Act of 1934, Section 15(d) VIA EMAIL (cfletters@sec.gov) Office of Chief Counsel Division of Corporation Finance Securities and Exchange Conunission 100 F Street, NE Washington, DC 20549 Re: CoSine Communications, Inc.- Commission File No. 000-30715 Ladies and Gentlemen:
On behalf of our client, CoSine Communications, Inc. (the "Colnpany"), we hereby request that the staff ofthe Division of Corporation Finance (the "Staff') ofthe Securities and Exchange Commission (the "Commission") confirm that it concurs in the Company's view that the updating ofits registration stateluents on Form S-8 (File Nos. No. 333-56496 and 333-9918) pursuant to Section 10(a)(3) ofthe Securities Act of 1933, as amended (the "1933 Act") during the fiscal year ending December 31, 2010 would not preclude the Company from using Rule 12h-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to suspend its duty to file with the Commission periodic and current reports required by Sections 13(a) and 15(d) ofthe Exchange Act and the rules and regulations promulgated thereunder, including suspension of its duty to file an Annual Report on Form 10-K for the year ended December 31,
2010. Alternatively, we hereby request that the Commission use its discretionary authority under
Section 12(h) ofthe Exchange Act to exenlpt the Company frolu the requirement to file an
Annual Report on Form 10-K for the year ended Deceluber 31, 2010.
Subject to the Staffs concurrence with the request set forth in this letter, the Company intends to complete the filing of a Form 15 pursuant to Rule 12g-4 and Rule 12h-3 under the Exchange Act to discontinue its reporting obligations under Section 13(a) and 15(d) of the Exchange Act prior to the filing deadline ofMarch 31, 2011 for its Annual Report on Form 10-K for the year ended December 31, 2010. Factual Background The Company was incorporated in Califolnia on April 14, 1997 and in August 2000 was