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): May 25, 2006

                             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
                                  518-348-0099
    (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)

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):


[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

Appointment of Bill Joll to Board of Directors

         On June 1, 2006, the Board of Directors (the "Board") of the Company
appointed Bill Joll, the Company's President and CEO, to the Board, effective as
of May 25, 2006. Mr. Joll will also serve on the Executive Committee of the
Board.


<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: June 1, 2006                                 On2 Technologies, Inc.

                                                   By:       /s/ Bill Joll
                                                             ------------------
                                                   Name:     Bill Joll
                                                   Title:    President & CEO
{"company-data": {"conformed-name": "ON2 TECHNOLOGIES, INC.", "cik": "0001045280", "assigned-sic": "7372", "irs-number": "841280679", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15117", "film-number": "06880525"}, "business-address": {"street1": "21 CORPORATE DRIVE SUITE 103", "city": "CLIFTON PARK", "state": "NY", "zip": "12065", "phone": "5183480099"}, "mail-address": {"street1": "21 CORPORATE DRIVE SUITE 103", "city": "CLIFTON PARK", "state": "NY", "zip": "12065"}, "former-company": [{"former-conformed-name": "ON2 TECHNOLOGIES INC", "date-changed": "20010615"}, {"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): May 25, 2006

                             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
                                  518-348-0099
    (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)

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

Appointment of Bill Joll to Board of Directors

         On June 1, 2006, the Board of Directors (the "Board") of the Company
appointed Bill Joll, the Company's President and CEO, to the Board, effective as
of May 25, 2006. Mr. Joll will also serve on the Executive Committee of the
Board.
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: June 1, 2006                                 On2 Technologies, Inc.

                                                   By:       /s/ Bill Joll
                                                             ------------------
                                                   Name:     Bill Joll
                                                   Title:    President & CEO