================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    -----------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                    -----------------------------------------

                             FinancialContent, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                          94-3319536
-------------------------------                         -------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                        400 Oyster Point Blvd., Suite 435
                       So. San Francisco, California 94080
                ------------------------------------------------
              (Address of principal executive offices) (Zip code)


                   2006-1 CONSULTANT AND ADVISOR SERVICES PLAN
                     --------------------------------------
                              (Full title of plan)

                                  Dave Neville,
                     Chief Financial Officer, President and
                                 General Counsel
                        400 Oyster Point Blvd., Suite 435
                       So. San Francisco, California 94080
                       -----------------------------------
                     (Name and address of agent for service)


                                 (650) 837-9850
                      ------------------------------------
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------

                                              Proposed maximum     Proposed maximum
Title of securities     Amount to be          offering price       aggregate offering    Amount of
to be registered        registered (1)        per share            price                 registration fee
----------------------- --------------------- -------------------- --------------------- ----------------
<S>                     <C>                   <C>                  <C>                   <C>
Common Stock            50,000                $0.75(2)             $37,500               $4.02
($.001 par value)
----------------------- --------------------- -------------------- --------------------- ----------------
</TABLE>

(1) This registration statement shall also cover any additional shares of Common
Stock which become issuable under the plan being registered pursuant to this
registration statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the outstanding
shares of Common Stock of FinancialContent, Inc. (the "Registrant").

(2) Estimated in accordance with Rules 457(c) and (h)(1) under the Securities
Act of 1933, as amended (the "Securities Act"), the proposed maximum aggregate
offering price and the amount of the registration fee are based upon the average
of the high and low sale prices for a share of Common Stock of the Registrant as
reported on the OTC Nasdaq Stock Market on April 24, 2006.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

         Not required to be filed in this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information

         Not required to be filed in this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         This Registration Statement incorporates herein by reference the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant:

         (a) The Registrant's Annual Report on Form 10K-SB/A for the year ended
June 30, 2005;

         (b) The Registrant's Quarterly Reports on Form 10-QSB/A and Form 10-QSB
for the quarters ended September 30, 2005, and December 31, 2005, respectively;

         (c) The Registrant's Form 10SB12G filed on December 3, 1999 pursuant to
Section 12 of the Exchange Act, in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding common stock.

         All other documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

         Any statement contained herein or in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein or in any other subsequently filed
document incorporated herein by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Dave Neville, Chief Financial Officer, President, and General Counsel
of the Registrant, has opined as to the legality of the securities being offered
by this Registration Statement. At the time of rendering his opinion, Mr.
Neville had a substantial interest in the Registrant, as defined by the rules of
the Commission, in that the fair market value of the approximately 155,609
shares of Common Stock beneficially owned by him exceeds $50,000.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of the State of Delaware
provides, in general, that a corporation incorporated under the laws of the
State of Delaware, such as the registrant, may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than a derivative action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another enterprise, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such


                                       -2-
<PAGE>

person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify any such person against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or any other court in which such
action was brought determines such person is fairly and reasonable entitled to
indemnity for such expenses.

         Our certificate of incorporation provides that directors shall be
protected from personal liability to the fullest extent permitted by law. Our
bylaws provide that the registrant shall indemnify our officers and directors to
the fullest extent permitted or authorized by current or future applicable law.

         The rights to indemnity thereunder continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors, and administrators of the person. In addition, expenses incurred by a
director or officer in defending any action, suit or proceeding by reason of the
fact that he or she is or was a director or officer of the Registrant shall be
paid by the Registrant to the fullest extent permitted or authorized by current
or future applicable laws.

         This means that our certificate of incorporation provides that a
director is not personally liable for monetary damages to us or our stockholders
for breach of his or her fiduciary duties as a director. A director will be held
liable for a breach of his or her duty of loyalty to us or our stockholders, his
or her intentional misconduct or willful violation of law, actions or in actions
not in good faith, an unlawful stock purchase or payment of a dividend under
Delaware law, or transactions from which the director derives an improper
personal benefit. This limitation of liability does not affect the availability
of equitable remedies against the director including injunctive relief or
rescission.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Reference is made to the Exhibit Index.

Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

         (1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

              (i) To include any prospectus required by Section 10(a)(3) of the
securities Act 1933:

              (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement:

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraph is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

                                       -3-
<PAGE>

         (2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (3) To remove from registration by mean of a post-effective amendment
any of the securities being registered hereunder that remain unsold at the
termination of the offering.

         (4) That, for the purpose of determining liability under the Securities
Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness; provided, however
, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.

          (5) That, for the purpose of determining liability of the Registrant
under the Securities Act to any purchaser in the initial distribution of the
securities, the Registrant undertakes that in a primary offering of securities
of the Registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the Registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser: (i) any
preliminary prospectus or prospectus of the Registrant relating to the offering
required to be filed pursuant to Rule 424; (ii) any free writing prospectus
relating to the offering prepared by or on behalf of the Registrant or used or
referred to by the Registrant; (iii) the portion of any other free writing
prospectus relating to the offering containing material information about the
Registrant or its securities provided by or on behalf of the Registrant; and
(iv) any other communication that is an offer in the offering made by the
Registrant to the purchaser.

         (b) The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
company's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the above-described provisions or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                       -4-
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South San Francisco, State of California on April 27,
2006.

                                   FinancialContent, Inc.


                                   By   /s/ Wing Yu
                                   ---------------------------------------------
                                   Wing Yu, Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wing Yu and Dave Neville, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign, execute and file this Registration Statement and
any amendments (including, without limitation, post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto and
all documents required to be filed with respect therewith, with the Securities
and Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that such attorneys-in-fact and agents or his or their substitute
or substitutes, may lawfully do or cause to be done.


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature           Title                                       Date
---------           -----                                       ----

/s/ Wing Yu         Member of the Board of Directors            April 27, 2006
---------------     and Chief Executive Officer
Wing Yu

/s/Wilfred Shaw     Chairman of the Board of Directors          April 27, 2006
---------------
Wilfred Shaw

/s/ Gregg Fidan     Member of the Board of Directors            April 27, 2006
---------------
Gregg Fidan

/s/ Dave Neville    Chief Financial Officer                     April 27, 2006
---------------
Dave Neville

                                  EXHIBIT INDEX

Exhibit
No.                                                       Description
-------                                                   -----------

     3.1 Articles of Incorporation of Cosmoz.com,  Inc.  (Previously filed as an
         exhibit to the Company's Form 8-K/A, file no.: 000-28377,  on March 10,
         2000, and incorporated herein by reference.)
     3.2 By-Laws  of  Cosmoz.com,  Inc.  (Previously  filed as an exhibit to the
         Company's  Form 8-K/A,  file no.:  000-28377,  on March 10,  2000,  and
         incorporated herein by reference
     3.3 Certificate of Amendment of Certificate of Incorporation of Cosmoz.com,
         Inc.  (Previously  filed,  as an exhibit to the Company's  Form 10-KSB,
         file no.  000-28377,  on October 28, 2001, and  incorporated  herein by
         reference.)
     3.4 Certificate  of Amendment of  Certificate  of  Incorporation  of Cosmoz
         Infrastructure  Solutions,  Inc. (Previously filed as an exhibit to the
         Company's Form 10-QSB, file no.:  000-28377,  on December 19, 2001, and
         incorporated herein by reference.)
     3.5 Amended  By-Laws  of  FinancialContent,  Inc.  (Previously  filed as an
         exhibit to the  Company's  Form 8-K, file no.  000-28377,  on March 28,
         2006, and incorporated herein by reference.)
     5.1 Legal Opinion of Dave Neville,  Chief Financial Officer,  President and
         General  Counsel,  as to the legality of the  securities  being offered
         (filed herewith).
   10.48 2006-1 Consultant And Advisor Services Plan (filed herewith).
    23.1 Consent of Dave  Neville,  Chief  Financial  Officer,  President,  and
         General Counsel of the Registrant (included in Exhibit 5.1).
    23.2 Consent of Pohl, McNabola,  Berg & Company LLP, Independent Registered
         Public Accounting Firm (filed herewith). 24 Power of Attorney (included
         on signature page of this Registration Statement).


                                      -5-
[{"type": "S-8", "sequence": "1", "filename": "fcon-s8042706.txt", "description": "FCON S-8 042706", "secsgml_size_bytes": 20814}]
{"company-data": {"conformed-name": "FINANCIALCONTENT INC", "cik": "0001100360", "assigned-sic": "7310", "irs-number": "943319536", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-133578", "film-number": "06783258"}, "business-address": {"street1": "55 HAWTHORNE STREET, SUITE 550", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "4153566800"}, "mail-address": {"street1": "400 OYSTER POINT BLVD", "street2": "STE 435", "city": "SOUTH SAN FRANCISCO", "state": "CA", "zip": "94080"}, "former-company": [{"former-conformed-name": "COSMOZ COM INC/CA", "date-changed": "20000107"}, {"former-conformed-name": "IVORY ACQUISITION CORP", "date-changed": "19991203"}]}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    -----------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                    -----------------------------------------

                             FinancialContent, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                          94-3319536
-------------------------------                         -------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                        400 Oyster Point Blvd., Suite 435
                       So. San Francisco, California 94080
                ------------------------------------------------
              (Address of principal executive offices) (Zip code)

                   2006-1 CONSULTANT AND ADVISOR SERVICES PLAN
                     --------------------------------------
                              (Full title of plan)

                                  Dave Neville,
                     Chief Financial Officer, President and
                                 General Counsel
                        400 Oyster Point Blvd., Suite 435
                       So. San Francisco, California 94080
                       -----------------------------------
                     (Name and address of agent for service)

                                 (650) 837-9850
                      ------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------

                                              Proposed maximum     Proposed maximum
Title of securities     Amount to be          offering price       aggregate offering    Amount of
to be registered        registered (1)        per share            price                 registration fee
----------------------- --------------------- -------------------- --------------------- ----------------
Common Stock            50,000                $0.75(2)             $37,500               $4.02
($.001 par value)
----------------------- --------------------- -------------------- --------------------- ----------------
(1) This registration statement shall also cover any additional shares of Common
Stock which become issuable under the plan being registered pursuant to this
registration statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the outstanding
shares of Common Stock of FinancialContent, Inc. (the "Registrant").

(2) Estimated in accordance with Rules 457(c) and (h)(1) under the Securities
Act of 1933, as amended (the "Securities Act"), the proposed maximum aggregate
offering price and the amount of the registration fee are based upon the average
of the high and low sale prices for a share of Common Stock of the Registrant as
reported on the OTC Nasdaq Stock Market on April 24, 2006.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

         Not required to be filed in this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information

         Not required to be filed in this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         This Registration Statement incorporates herein by reference the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant:

         (a) The Registrant's Annual Report on Form 10K-SB/A for the year ended
June 30, 2005;

         (b) The Registrant's Quarterly Reports on Form 10-QSB/A and Form 10-QSB
for the quarters ended September 30, 2005, and December 31, 2005, respectively;

         (c) The Registrant's Form 10SB12G filed on December 3, 1999 pursuant to
Section 12 of the Exchange Act, in which there is described the terms, rights
and provisions applicable to the Registrant's outstanding common stock.

         All other documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

         Any statement contained herein or in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein or in any other subsequently filed
document incorporated herein by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Dave Neville, Chief Financial Officer, President, and General Counsel
of the Registrant, has opined as to the legality of the securities being offered
by this Registration Statement. At the time of rendering his opinion, Mr.
Neville had a substantial interest in the Registrant, as defined by the rules of
the Commission, in that the fair market value of the approximately 155,609
shares of Common Stock beneficially owned by him exceeds $50,000.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of the State of Delaware
provides, in general, that a corporation incorporated under the laws of the
State of Delaware, such as the registrant, may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than a derivative action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another enterprise, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such

                                       -2-
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify any such person against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or any other court in which such
action was brought determines such person is fairly and reasonable entitled to
indemnity for such expenses.

         Our certificate of incorporation provides that directors shall be
protected from personal liability to the fullest extent permitted by law. Our
bylaws provide that the registrant shall indemnify our officers and directors to
the fullest extent permitted or authorized by current or future applicable law.

         The rights to indemnity thereunder continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors, and administrators of the person. In addition, expenses incurred by a
director or officer in defending any action, suit or proceeding by reason of the
fact that he or she is or was a director or officer of the Registrant shall be
paid by the Registrant to the fullest extent permitted or authorized by current
or future applicable laws.

         This means that our certificate of incorporation provides that a
director is not personally liable for monetary damages to us or our stockholders
for breach of his or her fiduciary duties as a director. A director will be held
liable for a breach of his or her duty of loyalty to us or our stockholders, his
or her intentional misconduct or willful violation of law, actions or in actions
not in good faith, an unlawful stock purchase or payment of a dividend under
Delaware law, or transactions from which the director derives an improper
personal benefit. This limitation of liability does not affect the availability
of equitable remedies against the director including injunctive relief or
rescission.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         Reference is made to the Exhibit Index.

Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

         (1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

              (i) To include any prospectus required by Section 10(a)(3) of the
securities Act 1933:

              (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement:

              (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraph (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraph is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15 (d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

                                       -3-
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (3) To remove from registration by mean of a post-effective amendment
any of the securities being registered hereunder that remain unsold at the
termination of the offering.

         (4) That, for the purpose of determining liability under the Securities
Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness; provided, however
, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
date of first use.

          (5) That, for the purpose of determining liability of the Registrant
under the Securities Act to any purchaser in the initial distribution of the
securities, the Registrant undertakes that in a primary offering of securities
of the Registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the Registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser: (i) any
preliminary prospectus or prospectus of the Registrant relating to the offering
required to be filed pursuant to Rule 424; (ii) any free writing prospectus
relating to the offering prepared by or on behalf of the Registrant or used or
referred to by the Registrant; (iii) the portion of any other free writing
prospectus relating to the offering containing material information about the
Registrant or its securities provided by or on behalf of the Registrant; and
(iv) any other communication that is an offer in the offering made by the
Registrant to the purchaser.

         (b) The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
company's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the above-described provisions or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                       -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South San Francisco, State of California on April 27,
2006.

                                   FinancialContent, Inc.

                                   By   /s/ Wing Yu
                                   ---------------------------------------------
                                   Wing Yu, Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wing Yu and Dave Neville, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign, execute and file this Registration Statement and
any amendments (including, without limitation, post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto and
all documents required to be filed with respect therewith, with the Securities
and Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that such attorneys-in-fact and agents or his or their substitute
or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signature           Title                                       Date
---------           -----                                       ----

/s/ Wing Yu         Member of the Board of Directors            April 27, 2006
---------------     and Chief Executive Officer
Wing Yu

/s/Wilfred Shaw     Chairman of the Board of Directors          April 27, 2006
---------------
Wilfred Shaw

/s/ Gregg Fidan     Member of the Board of Directors            April 27, 2006
---------------
Gregg Fidan

/s/ Dave Neville    Chief Financial Officer                     April 27, 2006
---------------
Dave Neville

                                  EXHIBIT INDEX

Exhibit
No.                                                       Description
-------                                                   -----------

     3.1 Articles of Incorporation of Cosmoz.com,  Inc.  (Previously filed as an
         exhibit to the Company's Form 8-K/A, file no.: 000-28377,  on March 10,
         2000, and incorporated herein by reference.)
     3.2 By-Laws  of  Cosmoz.com,  Inc.  (Previously  filed as an exhibit to the
         Company's  Form 8-K/A,  file no.:  000-28377,  on March 10,  2000,  and
         incorporated herein by reference
     3.3 Certificate of Amendment of Certificate of Incorporation of Cosmoz.com,
         Inc.  (Previously  filed,  as an exhibit to the Company's  Form 10-KSB,
         file no.  000-28377,  on October 28, 2001, and  incorporated  herein by
         reference.)
     3.4 Certificate  of Amendment of  Certificate  of  Incorporation  of Cosmoz
         Infrastructure  Solutions,  Inc. (Previously filed as an exhibit to the
         Company's Form 10-QSB, file no.:  000-28377,  on December 19, 2001, and
         incorporated herein by reference.)
     3.5 Amended  By-Laws  of  FinancialContent,  Inc.  (Previously  filed as an
         exhibit to the  Company's  Form 8-K, file no.  000-28377,  on March 28,
         2006, and incorporated herein by reference.)
     5.1 Legal Opinion of Dave Neville,  Chief Financial Officer,  President and
         General  Counsel,  as to the legality of the  securities  being offered
         (filed herewith).
   10.48 2006-1 Consultant And Advisor Services Plan (filed herewith).
    23.1 Consent of Dave  Neville,  Chief  Financial  Officer,  President,  and
         General Counsel of the Registrant (included in Exhibit 5.1).
    23.2 Consent of Pohl, McNabola,  Berg & Company LLP, Independent Registered
         Public Accounting Firm (filed herewith). 24 Power of Attorney (included
         on signature page of this Registration Statement).

                                      -5-