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)  December 17, 1997


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


                                    Delaware
                 (State or other jurisdiction of incorporation)


      0-23514                                                         33-0601497
(Commission File Number)                      (IRS Employer Identification No.)


50 Briar Hollow Lane, Suite 515 West, Houston Texas                     77027
(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number, including area code:  (800) 734-4460



<PAGE>



Item 1.        Change in Control of Registrant.
Item 2.        Acquisition or Disposition of Assets.

               Pursuant  to  an  Agreement  and  Plan  of  Reorganization  dated
December 12, 1997 (the Agreement) the registrant acquired effective December 17,
1997.  All of the Capitol Stock of The Rockport  Group of Texas,  Inc., a Nevada
Corporation  ('Rockport') for 2,940,928 shares of the Registrant's Common Stock.
Prior  management of the  Registrant  resigned and was replaced by management of
Rockport.  Immediately  prior to the  acquisition  the  Registrant had 1,019,040
shares  outstanding,  Based on 3,959,968  shares  outstanding,  the ownership by
executive  officers,  directors,  and holders of more than 5% of the outstanding
capital stock of the Registrant are as follows:
<TABLE>
<CAPTION>

         Name, address                                    Number of shares
         and Position                                     Beneficially held                              Percentage

<S>                                                                  <C>                                     <C>   
         Harry M. Neer(1)                                            980,310                                 24.83%
         President and Director

         Larry K. Hinson(1)                                          980,309                                 24.83%
         Chief Financial Officer,
         Secretary and Director

         John K. Baldwin                                             980,309                                 24.83%
         Chairman and Director


All officers and Directors                                         2,940,928                                 74.26%
as a group
</TABLE>

(1) The address of this person is C/O of the Company.


Item 7.        Financial Statements, Pro Forma Financial Information and
               Exhibits.

               (a)(b) The required financial  statements and pro forma financial
information  is  unavailable  as of the  date  hereof  and  will be filed by the
Registrant  pursuant to the requirements of the Securities  Exchange Act and the
rules and regulations  promulgated  thereunder within 60 days of the date of the
event reported herein.

               (c)        Exhibits

                          2.       Plan of acquisition, reorganization, arrange-
                                   ment, liquidation or succession.

                                   2.1.     Agreement and Plan of Reorganiza-
                                            tion, dated December 12, 1997, be-
                                            tween the Registrant and Rockport.

                                                         2

<PAGE>



                                   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 thereunto duly authorized.

Dated:  December 30, 1997                                PROTOKOPOS CORPORATION



                                                         By: /s/ Harry M. Neer
                                                         Harry M. Neer
                                                         President
[{"type": "8-K", "sequence": "1", "description": "ACQUISITION OF ROCKPORT GROUP, INC.", "secsgml_size_bytes": 4299}]
{"company-data": {"conformed-name": "PROTOKOPOS CORP", "cik": "0000919606", "assigned-sic": "6770", "irs-number": "330601497", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23514", "film-number": "98501054"}, "business-address": {"street1": "1500 QUAIL ST", "street2": "STE 550", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "7146601500"}, "mail-address": {"street1": "24901 DANA POINT HARBOR DR", "street2": "STE 200", "city": "DANA POINT", "state": "CA", "zip": "92629"}}
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)  December 17, 1997

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

                                    Delaware
                 (State or other jurisdiction of incorporation)

      0-23514                                                         33-0601497
(Commission File Number)                      (IRS Employer Identification No.)

50 Briar Hollow Lane, Suite 515 West, Houston Texas                     77027
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code:  (800) 734-4460
Item 1.        Change in Control of Registrant.
Item 2.        Acquisition or Disposition of Assets.

               Pursuant  to  an  Agreement  and  Plan  of  Reorganization  dated
December 12, 1997 (the Agreement) the registrant acquired effective December 17,
1997.  All of the Capitol Stock of The Rockport  Group of Texas,  Inc., a Nevada
Corporation  ('Rockport') for 2,940,928 shares of the Registrant's Common Stock.
Prior  management of the  Registrant  resigned and was replaced by management of
Rockport.  Immediately  prior to the  acquisition  the  Registrant had 1,019,040
shares  outstanding,  Based on 3,959,968  shares  outstanding,  the ownership by
executive  officers,  directors,  and holders of more than 5% of the outstanding
capital stock of the Registrant are as follows:
Name, address                                    Number of shares
         and Position                                     Beneficially held                              Percentage
Harry M. Neer(1)                                            980,310                                 24.83%
         President and Director

         Larry K. Hinson(1)                                          980,309                                 24.83%
         Chief Financial Officer,
         Secretary and Director

         John K. Baldwin                                             980,309                                 24.83%
         Chairman and Director

All officers and Directors                                         2,940,928                                 74.26%
as a group
(1) The address of this person is C/O of the Company.

Item 7.        Financial Statements, Pro Forma Financial Information and
               Exhibits.

               (a)(b) The required financial  statements and pro forma financial
information  is  unavailable  as of the  date  hereof  and  will be filed by the
Registrant  pursuant to the requirements of the Securities  Exchange Act and the
rules and regulations  promulgated  thereunder within 60 days of the date of the
event reported herein.

               (c)        Exhibits

                          2.       Plan of acquisition, reorganization, arrange-
                                   ment, liquidation or succession.

                                   2.1.     Agreement and Plan of Reorganiza-
                                            tion, dated December 12, 1997, be-
                                            tween the Registrant and Rockport.

                                                         2
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 thereunto duly authorized.

Dated:  December 30, 1997                                PROTOKOPOS CORPORATION

                                                         By: /s/ Harry M. Neer
                                                         Harry M. Neer
                                                         President