SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant toss. 240.14a-11(c) orss. 240.14a-12

KOALA CORPORATION
-------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11,

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):

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5) Total fee paid:

[ ] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided by Exchange
act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

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4) Date Filed:

[LOGO]

KOALA CORPORATION

April 30, 2003

TO THE SHAREHOLDERS OF KOALA CORPORATION

You are cordially invited to attend the Annual Meeting of Shareholders
of Koala Corporation to be held on Friday, May 30, 2003 at 9:00 a.m. (local
time) at Koala Corporation at 7881 South Wheeling Court, Englewood, Colorado. I
encourage you to attend. Whether or not you plan to attend the meeting, I urge
you to complete and sign the accompanying Proxy and return it in the enclosed
envelope. Also attached for your review are the formal Notice of Meeting and
Proxy Statement.

On behalf of your Board of Directors and employees, thank you for your
continued support of Koala Corporation.

Very truly yours,

James A. Zazenski,
President and Chief Operating Officer

KOALA CORPORATION
7881 South Wheeling Court
Englewood, Colorado 80112

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 30, 2003

TO: The Shareholders of Koala Corporation:

The Annual Meeting of Shareholders of Koala Corporation (the "Company")
will be held on Friday, May 30, 2003 at 9:00 a.m. (local time) at Koala
Corporation, 7881 South Wheeling Court, Englewood, Colorado.

The items of business are:

1. To elect four directors to hold office until the next Annual
Meeting of Shareholders or until their successors are elected;

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

Only shareholders of record as shown on the books of the Company at the
close of business of March 26, 2003 will be entitled to vote at the meeting and
any adjournment thereof.

This notice, the Proxy Statement and the enclosed Proxy are sent to you
by order of the Board of Directors.

Jeffrey L. Vigil
Treasurer and Vice President - Finance
April 30, 2003
Denver, Colorado

TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY DESIRE.

KOALA CORPORATION
7881 South Wheeling Court
Denver, Colorado 80112
-------------------------
PROXY STATEMENT
-------------------------

ANNUAL MEETING OF SHAREHOLDERS

MAY 30, 2003

PROXY SOLICITED BY THE BOARD OF DIRECTORS

This Proxy Statement is furnished to the record holders of shares of
Common Stock of Koala Corporation, a Colorado corporation (the "Company"), as of
March 26, 2003, by order of the Board of Directors. This Proxy Statement is
furnished in connection with the Board of Directors' solicitation of the
enclosed Proxy for the Annual Meeting of Shareholders to be held on Friday, May
30, 2003, at 9:00 a.m. (local time) at Koala Corporation, 7881 South Wheeling
Court, Englewood, Colorado. A shareholder giving a Proxy may revoke it at any
time prior to the actual voting at the Annual Meeting of Shareholders by filing
written notice of revocation with the Secretary of the Company, by attending the
Annual Meeting of Shareholders and voting in person, or by filing a new Proxy
with the Secretary of the Company. The revocation of a Proxy will not affect any
vote taken prior to such revocation. This Proxy Statement is expected to be
first mailed to shareholders on or about April 30, 2003.

The Annual Meeting of Shareholders has been called for the purpose of
(i) electing four directors for a one-year term, and (ii) transacting such other
business as may properly come before the meeting or any adjournment thereof. All
properly executed proxies received at or prior to the meeting will be voted at
the meeting. If a shareholder directs how a Proxy is to be voted with respect to
the business coming before the meeting, the Proxy will be voted in accordance
with the shareholder's directions. If a shareholder does not direct how a Proxy
is to be voted, it will be voted FOR electing management's nominees as members
of the Company's Board of Directors.

OUTSTANDING SHARES AND VOTING RIGHTS

At the close of business on March 26, 2003, the record date for the
Annual Meeting of Shareholders, there were 6,778,334 shares of Common Stock
outstanding. Each share of Common Stock is entitled to one vote on each matter
properly coming before the meeting. Cumulative voting for directors is not
permitted. A majority of the shares of Common Stock issued and outstanding must
be represented at the Annual Meeting, in person or by proxy, in order to
constitute a quorum. An abstention or withholding authority to vote will be
counted as present for determining whether the quorum requirement is satisfied.
With respect to the vote on any particular proposal, abstentions will be treated
as shares present and entitled to vote, and for purposes of determining the
outcome of the vote on any such proposal, shall have the same effect as a vote
against the proposal. A broker "non-vote" occurs when a nominee holding shares
for a beneficial holder does not have discretionary voting power and does not
receive voting instructions from the beneficial owner. Broker "non-votes" on a
particular proposal will not be treated as shares present and entitled to vote
on the proposal.

ELECTION OF DIRECTORS

The Board of Directors recommends that the four nominees named as
directors in the table below be elected to serve as directors of the Company.
Directors are elected to serve a one-year term. Directors being elected at this
Annual Meeting of Shareholders will serve until the next Annual Meeting of
Shareholders, or until their successors have been duly elected and qualified.
All nominees have consented to serve if elected, but if any nominee becomes
unable to serve, the persons named as proxies may exercise their discretion to
vote for a substitute nominee. Assuming a quorum is present, the four nominees
receiving the highest number of votes cast will be elected as directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTING THE NOMINEES SET
FORTH BELOW FOR DIRECTOR.

Directors and Executive Officers

The following table lists the names, ages and positions of the
directors and executive officers of the Company as of April 30, 2003. The
members of the Board of Directors are elected to serve until the next Annual
Meeting of Shareholders. All executive officers have been appointed to serve
until their successors are approved and qualified. Additional information
regarding the business experience, length of time served in each capacity and
other matters relevant to each individual are set forth below the table.

Director/Officer
Name Age Company Position Since
- ---- --- ---------------- -----
John T. Pfannenstein 46 Chairman and Director 1993
Nancy Pierce 45 Director 2001
Randy Stein 49 Director 2001
Richard Akright 43 Director 2003
Jeffrey L. Vigil 49 Treasurer and Vice President
of Finance and Administration 1996
James A. Zazenski 38 President and
Chief Operating Officer 1997

John T. Pfannenstein is Chairman and a Director of the Company. From
1993 to 1995, he served as the Company's Chairman of the Board, and from 1993 to
May 1996 he served as the Company's Treasurer. Mr. Pfannenstein was reappointed
Chairman in May 2002. Mr. Pfannenstein co-founded and serves as President of
Rockmont Capital Partners, Ltd., formerly Rockmont Value Investors, Ltd.
("Rockmont"), a privately held investment company based in Denver, Colorado. Mr.
Pfannenstein received a Bachelor of Arts degree in Accounting from St. John's
University (Minnesota).

Nancy Pierce is a Director of the Company and the Chair of the
Company's Compensation Committee. Ms. Pierce is the co-founder and current
Corporate Development Officer of Boulder, Colorado-based Carrier Access
Corporation. Ms. Pierce, who also serves as Secretary of the corporation and is
on Carrier Access' board of directors, previously held the positions of Chief
Financial Officer and Corporate Controller from 1992 through 2000. Ms. Pierce
received a Bachelor of Science degree in communications from Colorado State
University and a M.B.A. from California State University at Chico. Additionally,
Ms. Pierce received an honoree doctorate from St. Thomas Aquinas in Commercial
Science in recognition for her entrepeneurship, contributions and
accomplishments in business and the telecommunications industry.

Randy Stein is a Director of the Company. Mr. Stein was a Principal at
PricewaterhouseCoopers LLP through June 2000. At PricewaterhouseCoopers, Mr.
Stein led the Tax Practice of the company's Denver office. Prior to completing
his 20-year tenure with PricewaterhouseCoopers, Mr. Stein served as an executive
officer of a Fortune 1000 oil and gas company. Mr. Stein received his Bachelor
of Science degree in accounting from Florida State University.

Jeffrey L. Vigil has served as the Company's Treasurer and Vice
President of Finance and Administration since May 1996. Mr. Vigil was also the
Company's Secretary from 1998 to 2000. From 1980 to 1989 and from 1993 to 1996,
Mr. Vigil held various positions at Energy Fuels Corporation, a privately owned
Colorado natural resources company, including Accounting Manager, Contract
Administrator, Controller and Vice President of Finance. From 1990 to 1993 Mr.
Vigil was a self-employed financial consultant. From 1976 until 1979, Mr. Vigil
served as an auditor with Arthur Andersen LLP. Mr. Vigil received a Bachelor of
Science degree in Accounting from the University of Wyoming.

James A. Zazenski has served as the Company's President and Chief
Operating Officer since April 2002. Mr. Zazenski was also the Company's
Executive Vice President and General Manager from 1997 to 2002. From 1984 to
1997, Mr. Zazenski held various positions at Windsor Industries, Inc., the last
of which was Vice President of Marketing. Mr. Zazenski received a M.B.A. degree
from the University of Colorado at Denver and a B.S. degree in Mechanical
Engineering from the University of Colorado at Denver.

Richard Akright is a Director of the Company and the Chair of the
Company's Audit Committee. From 2001 to 2002, Mr. Akright was a Vice President
of Finance of New Jersey-based KMC Telecom. From 1997 to 2000, Mr. Akright was
Chief Financial Officer of Qwest Internet and Multimedia Markets, a subsidiary
of Qwest Communications. Mr. Akright received a M.S. degree in Business
Administration from Colorado State University and a B.B. degree in Accounting
from Western Illinois University.

Each director holds office until the next annual meeting of
shareholders and until his or her successor is duly elected and qualified. There
are no family relationships among directors or executive officers except that
John T. Pfannenstein and Jeffrey L. Vigil are brothers-in-law.

During the fiscal year ended December 31, 2002, the Board of Directors
held four regular meetings. All Directors attended at least 75% of such
meetings.

Board Committees

The Board of Directors has an Audit Committee, which consists of Ms.
Pierce, Mr. Akright and Mr. Stein, each of whom is independent as defined in the
NASD listing standards. The purpose of the Audit Committee, as outlined in the
written Audit Committee Charter adopted by the Board of Directors, is to oversee
the Company's management and independent auditors in regard to corporate
accounting and financial reporting. The Audit Committee held three meetings
during 2002 and the Audit Committee Chairman, as proxy for the entire committee,
held two additional meetings prior to the filing of the Company's Form 10-Q for
the first two quarters of 2002.

The Company also has a Compensation Committee, which makes
recommendations on executive compensation and selects those persons eligible to
receive grants of options. The Compensation Committee consists of Ms. Pierce and
Mr. Stein. The Compensation Committee held two meetings during 2002.

The Company has no Nominating Committee.

AUDIT COMMITTEE REPORT

This report is not deemed to be "soliciting material" or to be "filed"
with the Commission or subject to the Commission's proxy rules or to the
liabilities of Section 18 of the Exchange Act, and this committee report shall
not be deemed to be incorporated by reference into any prior or subsequent
filing by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act.

The Audit Committee oversees the Company's financial reporting process
on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process, including the systems of
internal controls of the Company. The Committee has reviewed and discussed the
audited financial statements of the Company with management, including a
discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements. In addition, the Committee reviewed
with the independent auditors, who are responsible for expressing an opinion on
the conformity of the financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the acceptability, of
the Company's accounting principles and such other matters as are required to be
discussed with the Committee by Statement on Auditing Standards No. 61 (as
amended).

The Committee has discussed with the independent auditors the auditors'
independence from management and the Company, including matters in the written
disclosures required by Independence Standards Board Standard No. 1, Independent
Discussions with Audit Committees, and considered the compatibility of non-audit
services with the auditors' independence. The Committee also discussed with the
Company's independent auditors the overall scope and plans for their respective
audits. The Committee meets with the independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls, and the overall quality, not
just the acceptability, of the Company's financial reporting.

In fulfillment of its oversight responsibilities, the Committee has
relied upon, without independent verification, management's representation that
the financial statements have been prepared with integrity and objectivity and
in conformity with generally accepted accounting principles, and on the
representations of the independent auditors included in their report on the
Company's financial statements. In reliance on the reviews and discussions
referred to above, the Committee recommended to the Board of Directors, and the
Board has approved, that the audited financial statements be included in the
Annual Report on Form 10-K for the year ended December 31, 2002 for filing with
the Securities and Exchange Commission.

Members of the Audit Committee:
Richard Akright
Nancy Pierce
Randy Stein

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons holding 10% of the Company's
Common Stock to file reports with the Securities and Exchange Commission
regarding their ownership and regarding their acquisitions and dispositions of
the Company's Common Stock.

Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons, the Company believes
that, during the fiscal year ended December 31, 2002, all filing requirements
applicable to its executive officers, directors and greater than ten percent
beneficial owners were complied with.

Executive Compensation

The following table sets forth the compensation for the fiscal years
ended December 31, 2002, 2001, and 2000 for the former Chief Executive Officer
of the Company and the executive officers who received compensation of $100,000
or more during the year ended December 31, 2002.

Summary Compensation Table

Long-Term
Annual Compensation Compensation
-------------------------------------- ------------
Number of
Securities
Name and Other Annual Underlying
Principal Position Year Salary Bonus Compensation Options
------------------ ---- ------ ----- --------------- -------
($) ($) ($) (#)

Mark A. Betker 2002 81,538 -- 872,565(a) --
Former Chief Executive 2001 380,808 -- -- --
Officer 2000 236,962 -- -- --

James A. Zazenski 2002 211,371 -- -- --
President & Chief 2001 187,692 -- -- --
Operating Officer 2000 140,000 36,154 -- --

Jeffrey L. Vigil 2002 138,009 -- -- --
Vice President 2001 140,539 -- -- --
Finance & Administration 2000 120,000 13,846 -- --

<FN>
- --------------------

(a) Mr. Betker resigned on April 30, 2002. Other annual compensation includes
severance of $250,000 to be paid over the 12 month period ending April 30, 2003,
as well as forgiveness of a promissory note from Mr. Betker for $715,195, offset
by the fair value of 80,000 shares of common stock returned to the Company.
</FN>

Option Grants During Fiscal Year 2002
Individual Grants

None.

Equity Compensation

The Company rewards its employees with equity compensation in the form of stock
options issued under a stock option plan adopted in 1993 (the 1993 Plan) and a
second plan adopted in 1995 and amended in 1998 (the 1995 Plan). The following
table summarizes the Company's equity compensation as of December 31, 2002:

Number of securities
remaining available for
future issuance under
equity compensation
Number of securities to Weighted average plans (excluding
be issued upon exercise exercise price of securities reflected in
Plan Category of outstanding options outstanding options column (a)
(a) (b) (c)

Equity compensation plans approved
by security holders 517,500 $9.45 982,500
Equity compensation plans not
approved by security holders - - -
------------- ---------- -------------

Total 517,500 $9.45 982,500

Aggregate Option Exercises in Fiscal 2002
and Fiscal Year-End Option Values

The following table summarizes the value of the unexercised options
held by the officers named in the summary compensation table as of December 31,
2002. There were no options exercised by any officer or director of the Company
during 2002.

Number of Securities Value of Unexercised
Underlying The Unexercised "In-the-Money"
Options at 12/31/02 Options at 12/31/02(1)
Shares Acquired ------------------------- -------------------------
Name on Exercise Value Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------------- ------------------------- -------------------------
(#) ($) (#) (#) ($) ($)

James A. Zazenski 0 0 124,000 36,000 0 0
Jeffrey L. Vigil 0 0 124,000 36,000 0 0
- --------------------
<FN>

(1) "Value of Unexercised `In-the-Money' Options" is equal to the
difference between the closing bid price per share of the Company's
Common Stock as reported by Nasdaq on December 31, 2002, the last day
of trading in 2002 ($ .26 per share) and the option exercise price,
multiplied by the number of shares subject to such options.
</FN>

Certain Transactions

During the third and fourth quarters of 1999 and second quarter of
2000, the Company made secured loans to Mr. Betker in the aggregate amount of
$613,000, for the purpose of the officer's exercise of vested stock options. In
August 2001, the Company and the officer executed a replacement note in the
amount of $715,195.

In August 2001, the Company and Mr. Betker entered into an agreement
which provided for a payment of the greater of $250,000 or an amount equal to
50% of his then-current base salary if Mr. Betker is terminated without cause or
leaves for good reason as defined in the agreement.

In April 2002, Mr. Betker resigned and the Company forgave the
promissory note in the amount of $715,195 in exchange for 80,000 shares of
Common Stock and agreed to pay Mr. Betker $250,000 over the 12 months ended
April 30, 2003.

Compensation of Directors

The Company does not pay employees or affiliates additional
compensation for services as a director. The Company pays each non-employee,
unaffiliated director an annual retainer of $10,000, a fee of $1,000 per board
meeting attended, and a fee of $500 per committee meeting attended. The Board of
Directors has also authorized payment of reasonable travel and out-of-pocket
expenses incurred by directors in attending board meetings.

The Company's directors who are not employees of the Company are
eligible to be granted non-qualified stock options. The Company's directors who
are also employees of the Company are eligible to be granted incentive stock
options. During the fiscal year ended December 31, 2002, the Company did not
grant any options to the Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None.

REPORT OF THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS ON
EXECUTIVE COMPENSATION

The Compensation Committee has responsibility to: (i) determine the
salary, bonus, and other benefits, direct and indirect, of the executive
officers and members of the Board of Directors who are also involved in
management of the Company, and such other officers of the Company as the Board
of Directors deems necessary or appropriate; (ii) review and determine policy
concerning new executive compensation or stock plans; (iii) establish and review
corporate policies concerning management perquisites; (iv) assess the Company's
executive development plan, if any; and (v) recommend director compensation.

Total executive officer compensation is comprised of salary, bonus and
grants of options to purchase Common Stock. The Committee's approach to base
compensation is to offer competitive salaries in comparison with market
practices. Executives and other key employees who, in the opinion of the
Compensation Committee or Board of Directors, as appropriate, contribute to the
growth, development and financial success of the Company are eligible for
bonuses and options to purchase Common Stock. These stock option grants are
normally made at or above the fair market value on the date of grant and
typically vest over a five-year period. The amount of options

granted is impacted both by the level of the employee within the Company's
management and the amount of options previously granted to the employee. The
Compensation Committee or Board of Directors, as appropriate, considers the
value of each executive officer's contribution to the performance of the Company
in determining salary levels and grants of options.

The 2002 salaries and other compensation of the two named executive
officers appear in the Summary Compensation Table.

By the Compensation Committee:
Nancy Pierce
Randy Stein

By the Board of Directors:
John T. Pfannenstein
Nancy Pierce
Randy Stein
Richard Akright

The graph below compares the cumulative total stockholder return on the
Common Stock since December 31, 1997 with the cumulative total return of the
Standard & Poor's Composite Index and with the Company's SIC Code Index over the
same period. The Company does not believe stock price performance shown on the
graph below is necessarily indicative of future price performance.

STOCK PERFORMANCE GRAPH

[GRAPHIC OBJECT OMITTED]

1997 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- ----
KOALA CORPORATION 100.00 100.72 162.32 98.55 10.43 3.01
SIC CODE INDEX 100.00 79.75 86.35 61.49 77.30 83.27
S&P COMPOSITE INDEX 100.00 128.58 155.64 141.46 124.65 97.10

The stock performance graph assumes $100 was invested on December 31, 1997.

The information set forth under the heading "Stock Performance Graph"
is not deemed to be "soliciting material" or to be "filed" with the Commission
or subject to the Commission's proxy rules or to the liabilities of Section 18
of the Exchange Act, and the graph shall not be deemed to be incorporated by
reference into any prior or subsequent filing by the Company under the
Securities Act or the Exchange Act.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of April 30, 2003, the number of
shares of Common Stock beneficially owned by each person known by the Company to
be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, by each director of the Company, by each executive officer, and by all
executive officers and directors of the Company as a group. Where the persons
listed have the right to acquire additional shares of Common Stock through the
exercise of options or warrants within 60 days of April 30, 2003 such additional
shares are deemed to be beneficially owned by that person and to be outstanding
for the purpose of computing the percentage of outstanding shares owned by such
person, but are not deemed to be outstanding for the purpose of computing the
percentage ownership interest of any other person. Unless otherwise indicated,
each of the following persons has sole voting and investment power with respect
to the shares of Common Stock set forth opposite their respective names.

Number of Shares Beneficially Owned
Name and Address -----------------------------------
of Beneficial Owner Shares Percent
- ------------------- ------ -------

Rockmont Capital Limited
Liability Company (1) 246,080 3.6%
700 Broadway, Suite 800
Denver, Colorado 80203

John T. Pfannenstein (2) 258,080 3.8
700 Broadway, Suite 800
Denver, Colorado 80203

Jeffrey L. Vigil (3) 152,000 2.2
7881 South Wheeling Court
Englewood, Colorado 80112

James A. Zazenski (4) 152,000 2.2
7881 South Wheeling Court
Englewood, CO 80112

Nancy Pierce(5) 7,500 *
909 Mapleton Avenue
Boulder, CO 80304

Randy Stein(5) 7,500 *
5440 East Mineral Circle
Littleton, CO 80122

All directors and officers as a 577,080 8.1%
group (6 persons) (6)

- ----------------------
*Less than one percent.

(1) Rockmont is the owner of 246,080 shares of the Company's Common Stock. John
T. Pfannenstein, who is a Director of the Company, is the President of
Rockmont and beneficially owns all of such shares.

(2) Includes shares owned by Rockmont and options to acquire 12,000 shares of
common stock at exercise prices ranging from $1.06 to $13.88.

(3) Consists of options to acquire 152,000 shares of common stock at exercise
prices ranging from $6.50 to $12.50 per share.

(4) Consists of options to acquire 152,000 shares of common stock at exercise
prices ranging from $7.50 to $12.50 per share.

(5) Consists of options to acquire 7,500 shares of common stock at an exercise
price of $1.06 per share.

(6) Includes options to acquire 331,000 shares of common stock at exercise
prices ranging from $1.06 to $13.88.

Audit and Other Fees

Ernst & Young LLP has billed the Company an aggregate of $240,000 in
fees for professional services rendered for the audit of the Company's annual
financial statements, and the review of the financial statements included in the
Company's Forms 10-Q, for the fiscal year ended December 31, 2002. Ernst & Young
also billed the Company an aggregate of $42,639 for other audit related services
and $66,780 for tax services rendered in 2002. The Audit Committee has
considered whether the provision of these other services is compatible with
maintaining the independence of Ernst & Young LLP as the Company's principal
independent accountants.

SUBMISSION OF SHAREHOLDER PROPOSALS

Proposals by shareholders of the Company to be presented at the next
Annual Meeting of Shareholders must be received by the Company on or before
November 15, 2003 to be included in the Company's Proxy Statement and proxy for
that meeting. The proponent must be a record or beneficial owner entitled to
vote on his or her proposal at the next Annual Meeting and must continue to own
such security entitling him or her to vote through that date on which the
Meeting is held. The proponent must own 1% or more of the outstanding shares, or
$1,000 in market value, of the Company's Common Stock and must have owned such
shares for one year in order to present a shareholder proposal to the Company.

ANNUAL REPORT

The Company's Annual Report on Form 10-K for the year ended December
31, 2002, including certified financial statements for the year then ended, is
being mailed to each shareholder of the Company with this Proxy Statement.
Additional copies of the Form 10-K may be obtained upon written request to the
Company at 7881 South Wheeling Court, Denver, Colorado 80112.

OTHER PROPOSALS

The Board of Directors of the Company does not intend to present any
business at the meeting other than the matters specifically set forth in this
Proxy Statement and knows of no other business to come before the meeting.

COSTS AND METHOD OF SOLICITATION

Solicitation of proxies will be made by preparing and mailing the
Notice of Annual Meeting, Proxy and Proxy Statement to shareholders of record as
of the close of business on March 26, 2003. The cost of making the solicitation
includes the cost of preparing and mailing the Notice of Annual Meeting, Proxy
and Proxy Statement, and the payment of charges incurred by brokerage houses and
other custodians, nominees and fiduciaries for forwarding documents to
shareholders. The Company will bear all expenses incurred in connection with the
solicitation of proxies for the Annual Meeting.

It is important that your shares are represented and voted at the
meeting, whether or not you plan to attend. Accordingly, we respectfully request
that you sign, date and mail your Proxy in the enclosed envelope as promptly as
possible.

BY ORDER OF THE BOARD OF DIRECTORS

Jeffrey L. Vigil,
Treasurer and Vice President - Finance
April 30, 2003

KOALA CORPORATION

PROXY SOLICITED BY MANAGEMENT OF THE COMPANY

The undersigned shareholder of Koala Corporation, a Colorado corporation (the
"Company"), hereby appoints James A. Zazenski or Jeffrey L. Vigil as nominee of
the undersigned to attend, vote and act for and in the name of the undersigned
at the Annual Meeting of Shareholders of the Company (the "Meeting") to be held
at the Koala Corporation, 7881 South Wheeling Court, Englewood, Colorado, on
Friday, May 30, 2003 at 9:00 a.m. (local time), and at every adjournment
thereof, and the undersigned hereby revokes any former proxy given to attend and
vote at the Meeting.

THE NOMINEE IS HEREBY INSTRUCTED TO VOTE AS FOLLOWS WITH RESPECT TO THE
FOLLOWING MATTERS:

1. FOR [ ] All Nominees as Directors - John T. Pfannenstein,
Nancy Pierce, Richard Akright and Randy Stein.

WITHHELD [ ] From All Nominees.

FOR [ ] All Nominees Except the Following: __________________.

THIS PROXY WILL BE VOTED FOR OR AGAINST OR WITHHELD OR ABSTAINED IN RESPECT OF
THE MATTERS LISTED IN ACCORDANCE WITH THE CHOICE, IF ANY, INDICATED IN THE SPACE
PROVIDED. IF NO CHOICE IS INDICATED, THE PROXY WILL BE VOTED FOR SUCH MATTER. IF
ANY AMENDMENTS OR VARIATIONS ARE TO BE VOTED ON, OR ANY FURTHER MATTERS COME
BEFORE THE MEETING, THIS PROXY WILL BE VOTED ACCORDING TO THE BEST JUDGMENT OF
THE PERSON VOTING THE PROXY AT THE MEETING. THIS FORM SHOULD BE READ IN
CONJUNCTION WITH THE ACCOMPANYING NOTICE OF MEETING AND PROXY STATEMENT.

DATED this day of , 2003
------ ------

- -------------------------------- 1. Please date and sign (exactly as the
Signature of Shareholder shares represented by this Proxy are
registered) and return promptly. Where
the instrument is signed by a
corporation, its corporate seal must be
affixed and execution must be made by an
officer or attorney thereof duly
- ----------------------------------- authorized. If no date is stated by the
(Please print name of Shareholder) Shareholder, the Proxy is deemed to bear
the date upon which it was mailed by
management to the Shareholder.

2. To be valid, this Proxy form, duly
signed and dated, must arrive at the
office of the Company's transfer agent,
Computershare Trust Company, Inc., P.O.
Box 1596, Denver, Colorado 80201-1596
not less than forty-eight (48) hours
(excluding Saturdays, Sundays and
holidays) before the day of the Meeting
or any adjournment thereof.