U.S. 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): September 24, 1999




                         Commission file number 0-22464
                                                -------



                                KOALA CORPORATION
                                -----------------
                      (Exact name of small business issuer
                          as specified in its charter)



           Colorado                                         84-1238908
           --------                                         ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)




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


                                 (303) 574-1000
                                 --------------
                           (Issuer's telephone number)




                                 Not Applicable
                                 --------------
              (Former name, former address, and former fiscal year,
                          if changed since last report)



ITEM 2.       ACQUISITION OF ASSETS

         On September 24, 1999,  Koala  Corporation  (the  "Company"),  acquired
certain of the assets of Smart Products,  Inc., a Kentucky  corporation  ("Smart
Products").  Founded in 1988, Smart Products  designs,  manufactures and markets
infant safety and customer service products.

         The purchase  price and terms were  negotiated  on an arms length basis
with Smart Products.  No principal of Smart Products had a relationship with the
Company prior to the transaction.

ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)               Exhibits.

         99.1     Press Release.




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                                   SIGNATURES


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

                                            KOALA CORPORATION




Date:  October 8, 1999                      By:  /s/ Mark A. Betker
                                                -------------------
                                            Mark A. Betker, Chairman and Chief
                                            Executive Officer






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