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): APRIL 21, 2005

                             ON2 TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

                                    DELAWARE
                    (State of incorporation or organization)

                                     1-15117
                            (Commission File Number)

                                   84-1280679
                        (IRS Employer Identification No.)

              21 CORPORATE DRIVE, SUITE 103, CLIFTON PARK, NY 12065
   (Address, including zip code, and telephone number, including area code, of
                    Registrant's principal executive offices)

                                 NOT APPLICABLE
       (Former name, former address and former fiscal year, if applicable)


<PAGE>

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On April 21, 2005, On2 Technologies, Inc., issued a press release
announcing its financial results for the fiscal quarter ended March 31, 2005. A
copy of the press release is furnished as Exhibit 99.1 to this report.

      The information in this report shall not deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.


<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: April 21, 2005             ON2 TECHNOLOGIES, INC.

                                 By: /s/ Doug McIntyre
                                     ------------------------------
                                 Name:  Doug McIntyre
                                 Title: Chairman, President and CEO


<PAGE>

                             On2 Technologies, Inc.
                           Current Report On Form 8-K
                              Dated April 21, 2005


                                  EXHIBIT INDEX

    EXHIBIT NUMBER     DESCRIPTION

         99.1          Press Release dated April 21, 2005
{"company-data": {"conformed-name": "ON2 TECHNOLOGIES INC", "cik": "0001045280", "assigned-sic": "7372", "irs-number": "841280679", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15117", "film-number": "05764962"}, "business-address": {"street1": "145 HUDSON STREET", "city": "NEW YORK", "state": "NY", "zip": "10013", "phone": "9172370500"}, "mail-address": {"street1": "645 FIFTH AVE", "street2": "C/O STEVEN SISKIND", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "ON2COM INC", "date-changed": "19990622"}, {"former-conformed-name": "APPLIED CAPITAL FUNDING INC", "date-changed": "19971002"}]}
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): APRIL 21, 2005

                             ON2 TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

                                    DELAWARE
                    (State of incorporation or organization)

                                     1-15117
                            (Commission File Number)

                                   84-1280679
                        (IRS Employer Identification No.)

              21 CORPORATE DRIVE, SUITE 103, CLIFTON PARK, NY 12065
   (Address, including zip code, and telephone number, including area code, of
                    Registrant's principal executive offices)

                                 NOT APPLICABLE
       (Former name, former address and former fiscal year, if applicable)
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On April 21, 2005, On2 Technologies, Inc., issued a press release
announcing its financial results for the fiscal quarter ended March 31, 2005. A
copy of the press release is furnished as Exhibit 99.1 to this report.

      The information in this report shall not deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: April 21, 2005             ON2 TECHNOLOGIES, INC.

                                 By: /s/ Doug McIntyre
                                     ------------------------------
                                 Name:  Doug McIntyre
                                 Title: Chairman, President and CEO
On2 Technologies, Inc.
                           Current Report On Form 8-K
                              Dated April 21, 2005

                                  EXHIBIT INDEX

    EXHIBIT NUMBER     DESCRIPTION

         99.1          Press Release dated April 21, 2005