Item 2.01. Results of Operations and Financial Condition.

(a) On August 7, 2008, On2 Technologies, Inc. issued a press release stating that it had postponed its previously scheduled conference call intended to discuss On2's financial results for the second quarter of 2008.

As previously disclosed, On2 has recently changed its independent auditors. Unanticipated delays have prevented the transfer of necessary files from On2's old auditor to its new auditor, Marcum & Kliegman. On2 and its auditors have not had any disagreement with regard to On2's financial results. On2 expects to release its financial results for the second quarter of 2008 during the week of August 11, 2008, and will announce the date and time for the rescheduled conference call as soon as practicable.

A copy of On2's press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit 99.1 Press Release, dated August 7, 2008

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