As filed with the Securities and Exchange Commission on August 27, 1999.

                                                      Registration No. 333-_____

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------
                                KOALA CORPORATION
                                -----------------
             (Exact name of registrant as specified in its charter)

        Colorado                                               84-1238908
        --------                                               ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

                 11600 E. 53rd Avenue, Unit D, Denver, CO 80239
                 ----------------------------------------------
              (Address of Registrant's principal executive offices)

                                KOALA CORPORATION
                             1995 STOCK OPTION PLAN
                             ----------------------
                            (Full title of the plan)

                                 Mark A. Betker
                                Koala Corporation
                          11600 E. 53rd Avenue, Unit D
                             Denver, Colorado 80239
                                 (303) 574-1000
                      --------------------------------------
            (Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                    Proposed Maximum        Proposed Maxi-
  Title of Securities         Amount to Be         Offering Price Per        mum Aggregate            Amount of
    to be Registered           Registered                Share              Offering Price        Registration Fee
----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                       <C>                   <C>                      <C>
      Common Stock          650,000 Shares(1)         $26.00(2)             $16,900,000(2)           $4,699
----------------------------------------------------------------------------------------------------------------------
</TABLE>
1.        Pursuant  to Rule  416(a)  under  the  Securities  Act of  1933,  this
          Registration  Statement  also  covers  such  indeterminable  number of
          additional  shares of Common Stock as may be issuable  pursuant to the
          antidilution  provisions  of the Koala  Corporation  1995 Stock Option
          Plan.

2.        Pursuant to Rule 457 under the  Securities  Act of 1933,  the proposed
          maximum  offering price per share and the proposed  maximum  aggregate
          offering price,  determined  solely for the purpose of calculating the
          registration  fee,  are  based on the  closing  price per share of the
          Registrant's  Common Stock reported on the Nasdaq  National  Market on
          August 20, 1999.

--------------------------------------------------------------------------------
                              EXPLANATORY STATEMENT

     This  Registration  Statement on Form S-8 registers 650,000 shares of Koala
Corporation,  par value $0.10 per share common stock, for issuance upon exercise
of options granted pursuant to the Koala Corporation 1995 Stock Option Plan.

--------------------------------------------------------------------------------
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  PLAN INFORMATION.*

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *Information  required  by Part I to be  contained  in a Section  10(a)
         prospectus  is omitted from this  Registration  Statement in accordance
         with Rule 428 of the Securities Act of 1933 (the "Securities  Act") and
         the Note to Part I of Form S-8.





                                      I-1
<PAGE>
                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS
                     --------------------------------------

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
         ---------------------------------------

                  Koala  Corporation  (the  "Company")  hereby  incorporates  by
reference in this Registration Statement the following documents:

(a)       The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1998;

(b)       The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter
          ended March 31, 1999;

(c)       The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter
          ended June 30, 1999;

(d)       The Company's Current Report on Form 8-K for the event occurring March
          26, 1999;

(e)       A description of the Company's  Common Stock, par value $.10 per share
          (the  "Common   Stock"),   set  forth  in  Item  1  of  the  Company's
          registration  statement  on Form 8-A dated  October  7, 1993 (File No.
          0-22464); and

(f)       A  description  of the  Company's  Common  Stock set  forth  under the
          caption  "Description of Capital Stock" of the Company's  registration
          statement  on Form SB-2  filed  September  7, 1993  (Registration  No.
          33-68482-C).

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange  Act"),  which documents shall be deemed  incorporated by
reference  in this  Registration  Statement  as a part  hereof  from the date of
filing such  documents  until a  post-effective  amendment to this  Registration
Statement is filed which indicates that all shares of Common Stock being offered
hereby  have  been  sold  or  which  deregisters  all  shares  of  Common  Stock
(registered under this Registration Statement) then remaining unsold.

Item 4.  DESCRIPTION OF SECURITIES
         -------------------------

                  Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

                  Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
         -----------------------------------------

                  The Company's Articles of Incorporation require the Company to
indemnify all of its present and former  officers and  directors,  or any person
who may have  served at the  Company's  request as an  officer or a director  of
another  corporation  in which the Company  owns  shares of capital  stock or of
which the Company is a creditor,  and the personal  representatives  of all such
persons,  against expenses actually and necessarily  incurred in connection with
the defense of any legal proceeding in which any such person was made a party by
reason of having served in such  capacity,  unless such person is adjudged to be
liable for  negligence or misconduct in the  performance of any duty owed to the
Company.

                  The  Company's  Articles  of  Incorporation  provide  that  no
director  of  the  Company  shall  be  liable  to  the  Company  or  any  of its
shareholders for damages caused by a breach of a fiduciary duty by such director
except  for the breach of the duty of  loyalty,  acts or  omissions  not in good
faith or which involve  intentional  misconduct or knowing violation of the law,
acts as specified in the Colorado  Business  Corporation Act, or any transaction
from which such director received an improper personal benefit.

                                      II-1
<PAGE>
                  Sections  7-109-102  and  7-109-107 of the  Colorado  Business
Corporation Act authorize the  indemnification  against  reasonable  expenses of
current  and  former  directors  made  party  to a  proceeding  if the  director
conducted himself in good faith, in the case of conduct in his official capacity
with the corporation,  the director  reasonably believed that his conduct was in
the best interests of the corporation, in the case of a criminal proceeding, the
director had no reasonable  cause to believe that his conduct was unlawful,  and
in all other cases,  the director  reasonably  believed  that his conduct was at
least not opposed to the  corporation's  best  interest.  A corporation  may not
indemnify a director in connection with a proceeding (1) in which a director was
adjudged liable to the corporation or, (2) charging that the director derived an
improper  personal  benefit in which the director was adjudged  liable.  Section
7-109-107  provides  that a  corporation  may  indemnify  an officer to the same
extent that it may indemnify a director.

                  The  above   discussion  of  the   Registrant's   Articles  of
Incorporation and the Colorado Business Corporation Act is only a summary and is
qualified in its entirety by the full text of each of the foregoing.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
         -----------------------------------

                  Not Applicable.

Item 8.  EXHIBITS
         --------

                  The   following   Exhibits  are  filed  as  part  of,  or  are
incorporated by reference into, this Registration Statement:

          3.1      Articles of Incorporation of the Company(1)

          3.2      Bylaws of the Company(2)

          4.1      Specimen Common Stock certificate(3)

          5.1*     Opinion   of  Otten,   Johnson,   Robinson,   Neff  &
                   Ragonetti,  P.C. as to the legality of the  Company's
                   Common Stock being registered.

          23.1*    Consent of Ernst & Young LLP.

          23.2*    Consent of Otten, Johnson,  Robinson,  Neff & Ragonetti,
                   P.C. (contained in Exhibit 5.1 hereto and incorporated by
                   reference therefrom).

-----------------

          *        Filed herewith.

          (1)      Incorporated by reference from  Exhibit 3.1 to the Company's
                   Registration  Statement on Form SB-2,
                   Registration No. 333-61551.

          (2)      Incorporated by reference from  Exhibit 3.2 to the Company's
                   Registration  Statement on
                   Form SB-2, Registration No. 333-61551.

          (3)      Incorporated    by   reference   to   the   Company's
                   Registration Statement on Form SB-2, Registration No.
                   33-68482-C.

Item 9.  UNDERTAKINGS
         ------------

                  The Company 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; (ii) to

                                      II-2
<PAGE>
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  in this  Registration  Statement;  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  or any  material  change  to such  information  in this  Registration
Statement (or the most recent post-effective amendment thereof).

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

(3) To file a  post-effective  amendment to remove from  registration any of the
securities that remain unsold at the end of the offering.

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

(5)  That,  insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers, and controlling persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
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 and will be  governed by the final
adjudication of such issue.

                                      II-3
<PAGE>
                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on 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 Denver, State of Colorado, on August 27, 1999.

                                KOALA CORPORATION


                                By:    /S/MARK A. BETKER
                                ----------------------------
                                Mark A. Betker
                                Chairman, Chief Executive Officer and President
                                Date:    August 27, 1999

                                By:    /S/JEFFREY L. VIGIL
                                ----------------------------
                                Jeffrey L. Vigil
                                Vice  President  of  Finance  and Administration
                                (Principal Financial and Accounting Officer)
                                Date:    August 27, 1999

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


                                /S/MARK A. BETKER
                                ----------------------------
                                Mark A. Betker
                                Chairman,  Chief Executive Officer and President
                                (Principal Executive Officer) and Director
                                Date:    August 27, 1999

                                /S/MICHAEL C. FRANSON
                                ----------------------------
                                Michael C. Franson
                                Director
                                Date:    August 27, 1999

                                /S/JOHN T. PFANNENSTEIN
                                ----------------------------
                                John T. Pfannenstein
                                Director
                                Date:    August 27, 1999

                                /S/ELLEN ROBINSON
                                ----------------------------
                                Ellen Robinson
                                Director
                                Date:    August 27, 1999


                                      II-4
<PAGE>
                                  EXHIBIT INDEX


          Exhibit Number            Description of Document
          --------------            -----------------------
               3.1                  Articles  of  Incorporation  of the  Company
                                    (incorporated  by reference from Exhibit 3.1
                                    to the Company's  Registration  Statement on
                                    Form SB-2, Registration
                                    No. 333-61551).
               3.2                  Bylaws  of  the  Company   (incorporated  by
                                    reference  from Exhibit 3.2 to the Company's
                                    Registration   Statement   on   Form   SB-2,
                                    Registration No. 333-61551).
               4.1                  Specimen     Common    Stock     certificate
                                    (incorporated    by   reference   from   the
                                    Company's  Registration  Statement  on  Form
                                    SB-2, Registration No. 33-68482C).
               5.1*                 Opinion of Otten, Johnson, Robinson,  Neff &
                                    Ragonetti,  P.C. as to the legality of the
                                    Company's Common Stock being registered.
              23.1*                 Consent of Ernst & Young LLP.
              23.2+                 Consent  of Otten, Johnson, Robinson, Neff &
                                    Ragonetti,  P.C.  (contained  in Exhibit 5.1
                                    to this  Registration  Statement on Form S-8
                                    and incorporated by reference therefrom).
-------------------------

                  *        Filed herewith.
                  +        Incorporated by reference from Exhibit 5.1 hereto.


                                      II-5
<PAGE>
                                                                     EXHIBIT 5.1

                        [Otten, Johnson, Robinson, Neff &
                           Ragonetti, P.C. Letterhead]

                                                            August 27, 1999

Koala Corporation
11600 E. 53rd Avenue, Unit D
Denver, Colorado  80239

Ladies and Gentlemen:

                  In connection with the  registration  under the Securities Act
of 1933, as amended (the "Act"),  of 650,000 shares of the common stock of Koala
Corporation,  a Colorado corporation (the "Company"),  par value $0.10 per share
(the "Shares"), to be issued by the Company upon the exercise of certain options
granted  pursuant to the Koala  Corporation 1995 Stock Option Plan (the "Plan"),
pursuant to a Registration Statement on Form S-8 (the "Registration Statement"),
proposed to be filed with the Securities  and Exchange  Commission on August 27,
1999, you have requested our opinion set forth below.

                  We have  considered  such facts and examined such questions of
law as we have  considered  appropriate  for purposes of  rendering  the opinion
expressed below.

                  We are opining  only as to the Colorado  Business  Corporation
Act and we express no opinion with respect to the applicability or the effect of
any other  laws or as to any  matters  of  municipal  law or of any other  local
agencies within any state.

                  Subject  to the  foregoing  and in  reliance  thereon,  in our
opinion:

1. The Shares have been duly authorized by all necessary corporate action on the
part of the Company  and;  upon (i)  payment  for and  delivery of the Shares as
contemplated  in the  Registration  Statement and the Plan (including any option
agreements   governing  the  terms  of  exercise  of  the  options),   (ii)  the
countersigning of any certificates  representing the Shares by a duly authorized
signatory of the  registrar  for the Common  Stock,  and (iii) the  Registration
Statement  becoming  effective under the Securities Act of 1933, the Shares will
be validly issued, fully paid, and non-assessable.

2. The Company is duly  incorporated  and validly existing under the laws of the
State of Colorado.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration Statement.

                                Very truly yours,


                            /s/ Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
                            ----------------------------------------------------
                                OTTEN, JOHNSON, ROBINSON, NEFF & RAGONETTI, P.C.




                                      II-6
<PAGE>
                                                                    EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS


                  We  consent  to  the   incorporation   by   reference  in  the
Registration Statement (Form S-8) pertaining to the Koala Corporation 1995 Stock
Option  Plan of our  report  dated  January 22, 1999,  with  respect to the
consolidated  financial  statements of Koala Corporation  included in its Annual
Report  (Form  10-KSB)  for the year ended  December  31,  1998,  filed with the
Securities and Exchange Commission.

                                                  /s/ ERNST & YOUNG LLP

Denver, Colorado
August 27, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22458}]
{"company-data": {"conformed-name": "KOALA CORP /CO/", "cik": "0000913285", "assigned-sic": "2590", "irs-number": "841238908", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86051", "film-number": "99701280"}, "business-address": {"street1": "11600 E 53RD AVENUE", "street2": "UNIT D", "city": "DENVER", "state": "CO", "zip": "80239", "phone": "3037703500"}, "mail-address": {"street1": "11600 E 53RD AVENUE", "street2": "UNIT D", "city": "DENVER", "state": "CO", "zip": "80239"}}
As filed with the Securities and Exchange Commission on August 27, 1999.

                                                      Registration No. 333-_____

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------
                                KOALA CORPORATION
                                -----------------
             (Exact name of registrant as specified in its charter)

        Colorado                                               84-1238908
        --------                                               ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

                 11600 E. 53rd Avenue, Unit D, Denver, CO 80239
                 ----------------------------------------------
              (Address of Registrant's principal executive offices)

                                KOALA CORPORATION
                             1995 STOCK OPTION PLAN
                             ----------------------
                            (Full title of the plan)

                                 Mark A. Betker
                                Koala Corporation
                          11600 E. 53rd Avenue, Unit D
                             Denver, Colorado 80239
                                 (303) 574-1000
                      --------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                    Proposed Maximum        Proposed Maxi-
  Title of Securities         Amount to Be         Offering Price Per        mum Aggregate            Amount of
    to be Registered           Registered                Share              Offering Price        Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock          650,000 Shares(1)         $26.00(2)             $16,900,000(2)           $4,699
----------------------------------------------------------------------------------------------------------------------
1.        Pursuant  to Rule  416(a)  under  the  Securities  Act of  1933,  this
          Registration  Statement  also  covers  such  indeterminable  number of
          additional  shares of Common Stock as may be issuable  pursuant to the
          antidilution  provisions  of the Koala  Corporation  1995 Stock Option
          Plan.

2.        Pursuant to Rule 457 under the  Securities  Act of 1933,  the proposed
          maximum  offering price per share and the proposed  maximum  aggregate
          offering price,  determined  solely for the purpose of calculating the
          registration  fee,  are  based on the  closing  price per share of the
          Registrant's  Common Stock reported on the Nasdaq  National  Market on
          August 20, 1999.

--------------------------------------------------------------------------------
                              EXPLANATORY STATEMENT

     This  Registration  Statement on Form S-8 registers 650,000 shares of Koala
Corporation,  par value $0.10 per share common stock, for issuance upon exercise
of options granted pursuant to the Koala Corporation 1995 Stock Option Plan.

--------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  PLAN INFORMATION.*

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *Information  required  by Part I to be  contained  in a Section  10(a)
         prospectus  is omitted from this  Registration  Statement in accordance
         with Rule 428 of the Securities Act of 1933 (the "Securities  Act") and
         the Note to Part I of Form S-8.

                                      I-1
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS
                     --------------------------------------

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
         ---------------------------------------

                  Koala  Corporation  (the  "Company")  hereby  incorporates  by
reference in this Registration Statement the following documents:

(a)       The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1998;

(b)       The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter
          ended March 31, 1999;

(c)       The Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter
          ended June 30, 1999;

(d)       The Company's Current Report on Form 8-K for the event occurring March
          26, 1999;

(e)       A description of the Company's  Common Stock, par value $.10 per share
          (the  "Common   Stock"),   set  forth  in  Item  1  of  the  Company's
          registration  statement  on Form 8-A dated  October  7, 1993 (File No.
          0-22464); and

(f)       A  description  of the  Company's  Common  Stock set  forth  under the
          caption  "Description of Capital Stock" of the Company's  registration
          statement  on Form SB-2  filed  September  7, 1993  (Registration  No.
          33-68482-C).

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange  Act"),  which documents shall be deemed  incorporated by
reference  in this  Registration  Statement  as a part  hereof  from the date of
filing such  documents  until a  post-effective  amendment to this  Registration
Statement is filed which indicates that all shares of Common Stock being offered
hereby  have  been  sold  or  which  deregisters  all  shares  of  Common  Stock
(registered under this Registration Statement) then remaining unsold.

Item 4.  DESCRIPTION OF SECURITIES
         -------------------------

                  Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

                  Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
         -----------------------------------------

                  The Company's Articles of Incorporation require the Company to
indemnify all of its present and former  officers and  directors,  or any person
who may have  served at the  Company's  request as an  officer or a director  of
another  corporation  in which the Company  owns  shares of capital  stock or of
which the Company is a creditor,  and the personal  representatives  of all such
persons,  against expenses actually and necessarily  incurred in connection with
the defense of any legal proceeding in which any such person was made a party by
reason of having served in such  capacity,  unless such person is adjudged to be
liable for  negligence or misconduct in the  performance of any duty owed to the
Company.

                  The  Company's  Articles  of  Incorporation  provide  that  no
director  of  the  Company  shall  be  liable  to  the  Company  or  any  of its
shareholders for damages caused by a breach of a fiduciary duty by such director
except  for the breach of the duty of  loyalty,  acts or  omissions  not in good
faith or which involve  intentional  misconduct or knowing violation of the law,
acts as specified in the Colorado  Business  Corporation Act, or any transaction
from which such director received an improper personal benefit.

                                      II-1
Sections  7-109-102  and  7-109-107 of the  Colorado  Business
Corporation Act authorize the  indemnification  against  reasonable  expenses of
current  and  former  directors  made  party  to a  proceeding  if the  director
conducted himself in good faith, in the case of conduct in his official capacity
with the corporation,  the director  reasonably believed that his conduct was in
the best interests of the corporation, in the case of a criminal proceeding, the
director had no reasonable  cause to believe that his conduct was unlawful,  and
in all other cases,  the director  reasonably  believed  that his conduct was at
least not opposed to the  corporation's  best  interest.  A corporation  may not
indemnify a director in connection with a proceeding (1) in which a director was
adjudged liable to the corporation or, (2) charging that the director derived an
improper  personal  benefit in which the director was adjudged  liable.  Section
7-109-107  provides  that a  corporation  may  indemnify  an officer to the same
extent that it may indemnify a director.

                  The  above   discussion  of  the   Registrant's   Articles  of
Incorporation and the Colorado Business Corporation Act is only a summary and is
qualified in its entirety by the full text of each of the foregoing.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
         -----------------------------------

                  Not Applicable.

Item 8.  EXHIBITS
         --------

                  The   following   Exhibits  are  filed  as  part  of,  or  are
incorporated by reference into, this Registration Statement:

          3.1      Articles of Incorporation of the Company(1)

          3.2      Bylaws of the Company(2)

          4.1      Specimen Common Stock certificate(3)

          5.1*     Opinion   of  Otten,   Johnson,   Robinson,   Neff  &
                   Ragonetti,  P.C. as to the legality of the  Company's
                   Common Stock being registered.

          23.1*    Consent of Ernst & Young LLP.

          23.2*    Consent of Otten, Johnson,  Robinson,  Neff & Ragonetti,
                   P.C. (contained in Exhibit 5.1 hereto and incorporated by
                   reference therefrom).

-----------------

          *        Filed herewith.

          (1)      Incorporated by reference from  Exhibit 3.1 to the Company's
                   Registration  Statement on Form SB-2,
                   Registration No. 333-61551.

          (2)      Incorporated by reference from  Exhibit 3.2 to the Company's
                   Registration  Statement on
                   Form SB-2, Registration No. 333-61551.

          (3)      Incorporated    by   reference   to   the   Company's
                   Registration Statement on Form SB-2, Registration No.
                   33-68482-C.

Item 9.  UNDERTAKINGS
         ------------

                  The Company 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; (ii) to

                                      II-2
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  in this  Registration  Statement;  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  or any  material  change  to such  information  in this  Registration
Statement (or the most recent post-effective amendment thereof).

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

(3) To file a  post-effective  amendment to remove from  registration any of the
securities that remain unsold at the end of the offering.

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

(5)  That,  insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers, and controlling persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
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 and will be  governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on 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 Denver, State of Colorado, on August 27, 1999.

                                KOALA CORPORATION

                                By:    /S/MARK A. BETKER
                                ----------------------------
                                Mark A. Betker
                                Chairman, Chief Executive Officer and President
                                Date:    August 27, 1999

                                By:    /S/JEFFREY L. VIGIL
                                ----------------------------
                                Jeffrey L. Vigil
                                Vice  President  of  Finance  and Administration
                                (Principal Financial and Accounting Officer)
                                Date:    August 27, 1999

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

                                /S/MARK A. BETKER
                                ----------------------------
                                Mark A. Betker
                                Chairman,  Chief Executive Officer and President
                                (Principal Executive Officer) and Director
                                Date:    August 27, 1999

                                /S/MICHAEL C. FRANSON
                                ----------------------------
                                Michael C. Franson
                                Director
                                Date:    August 27, 1999

                                /S/JOHN T. PFANNENSTEIN
                                ----------------------------
                                John T. Pfannenstein
                                Director
                                Date:    August 27, 1999

                                /S/ELLEN ROBINSON
                                ----------------------------
                                Ellen Robinson
                                Director
                                Date:    August 27, 1999

                                      II-4
EXHIBIT INDEX

          Exhibit Number            Description of Document
          --------------            -----------------------
               3.1                  Articles  of  Incorporation  of the  Company
                                    (incorporated  by reference from Exhibit 3.1
                                    to the Company's  Registration  Statement on
                                    Form SB-2, Registration
                                    No. 333-61551).
               3.2                  Bylaws  of  the  Company   (incorporated  by
                                    reference  from Exhibit 3.2 to the Company's
                                    Registration   Statement   on   Form   SB-2,
                                    Registration No. 333-61551).
               4.1                  Specimen     Common    Stock     certificate
                                    (incorporated    by   reference   from   the
                                    Company's  Registration  Statement  on  Form
                                    SB-2, Registration No. 33-68482C).
               5.1*                 Opinion of Otten, Johnson, Robinson,  Neff &
                                    Ragonetti,  P.C. as to the legality of the
                                    Company's Common Stock being registered.
              23.1*                 Consent of Ernst & Young LLP.
              23.2+                 Consent  of Otten, Johnson, Robinson, Neff &
                                    Ragonetti,  P.C.  (contained  in Exhibit 5.1
                                    to this  Registration  Statement on Form S-8
                                    and incorporated by reference therefrom).
-------------------------

                  *        Filed herewith.
                  +        Incorporated by reference from Exhibit 5.1 hereto.

                                      II-5
EXHIBIT 5.1

                        [Otten, Johnson, Robinson, Neff &
                           Ragonetti, P.C. Letterhead]

                                                            August 27, 1999

Koala Corporation
11600 E. 53rd Avenue, Unit D
Denver, Colorado  80239

Ladies and Gentlemen:

                  In connection with the  registration  under the Securities Act
of 1933, as amended (the "Act"),  of 650,000 shares of the common stock of Koala
Corporation,  a Colorado corporation (the "Company"),  par value $0.10 per share
(the "Shares"), to be issued by the Company upon the exercise of certain options
granted  pursuant to the Koala  Corporation 1995 Stock Option Plan (the "Plan"),
pursuant to a Registration Statement on Form S-8 (the "Registration Statement"),
proposed to be filed with the Securities  and Exchange  Commission on August 27,
1999, you have requested our opinion set forth below.

                  We have  considered  such facts and examined such questions of
law as we have  considered  appropriate  for purposes of  rendering  the opinion
expressed below.

                  We are opining  only as to the Colorado  Business  Corporation
Act and we express no opinion with respect to the applicability or the effect of
any other  laws or as to any  matters  of  municipal  law or of any other  local
agencies within any state.

                  Subject  to the  foregoing  and in  reliance  thereon,  in our
opinion:

1. The Shares have been duly authorized by all necessary corporate action on the
part of the Company  and;  upon (i)  payment  for and  delivery of the Shares as
contemplated  in the  Registration  Statement and the Plan (including any option
agreements   governing  the  terms  of  exercise  of  the  options),   (ii)  the
countersigning of any certificates  representing the Shares by a duly authorized
signatory of the  registrar  for the Common  Stock,  and (iii) the  Registration
Statement  becoming  effective under the Securities Act of 1933, the Shares will
be validly issued, fully paid, and non-assessable.

2. The Company is duly  incorporated  and validly existing under the laws of the
State of Colorado.

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration Statement.

                                Very truly yours,

                            /s/ Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
                            ----------------------------------------------------
                                OTTEN, JOHNSON, ROBINSON, NEFF & RAGONETTI, P.C.

                                      II-6
EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

                  We  consent  to  the   incorporation   by   reference  in  the
Registration Statement (Form S-8) pertaining to the Koala Corporation 1995 Stock
Option  Plan of our  report  dated  January 22, 1999,  with  respect to the
consolidated  financial  statements of Koala Corporation  included in its Annual
Report  (Form  10-KSB)  for the year ended  December  31,  1998,  filed with the
Securities and Exchange Commission.

                                                  /s/ ERNST & YOUNG LLP

Denver, Colorado
August 27, 1999