ON2COM INC
8-K, 1999-08-02
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                                 UNITED STATES
                      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): August 2, 1999 (July 27, 1999)
                                                  ------------------------------

                                   ON2.COM INC.
- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

         Colorado                     0-23171                    84-1280679
- --------------------------------------------------------------------------------
 (State or Other Jurisdiction   (Commission File Number)      (I.R.S. Employer
      of Incorporation)                                      Identification No.)


375 Greenwich Street, New York, New York                    10013
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                  (Zip Code)


Registrant's telephone number, including area code: (212) 941-2400
                                                    --------------

 N/A
- --------------------------------------------------------------------------------
        (Former Name or Former Address, if Changed Since Last Report)


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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     On July 27, 1999, On2.com Inc. (the "Company") dismissed Nelson, Mayoka &
Co., its former certifying accountants. Nelson, Mayoka & Co. has not reported
on the financial statements of the Company.  The decision to change accountants
was recommended and approved by the board of directors of the Company.  There
have been no disagreements between the Company and Nelson, Mayoka & Co.

     Also on July 27, 1999, the Company dismissed Ernst & Young LLP, the
former certifying accountants of the Company's subsidiary, The Duck Corporation.
Ernst & Young LLP had not issued an adverse opinion or a disclaimer of opinion,
and its opinion has not been qualified or modified as to uncertainty, audit
scope, or accounting principles. There have been no disagreements between the
Company and Ernst & Young LLP.

     On July 27, 1999, the Company appointed Arthur Andersen LLP as its new
independent accountant.



                                 SIGNATURES

     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.


                                        ON2.COM INC.


                                        /s/ Barry Shereck
                                        -----------------------------
                                        Name: Barry Shereck
                                        Title: Chief Financial Officer


Dated: August 2, 1999



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