SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**Form
      10-Q/A**


**__________**





**Amendment
      No. 1**





**[X]
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934**





For
      the
      quarterly period ended................................................. March
      31, 2006


OR





**[ 
      ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





For
      the
      transition period
      from..........................to.............................


Commission
      file number 001-32636








**S** **ULPH** **C** **O, INC.** ****





(Exact
      Name of Registrant as Specified in its Charter)








**Nevada**
              (State
                or other jurisdiction of incorporation or organization)
            
            **88-0224817**
              (I.R.S.
                Employer Identification Number)








**850
                Spice Islands Drive, Sparks, NV**
              (Address
                of principal executive offices)
            
            **89431**
              (Zip
                Code)





**(775)
      829-1310**


Registrant's
      telephone number, including area code





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.   Yes X No
      __





Indicate
      by check mark whether the registrant is a large accelerated filer an accelerated
      filer, or a non-accelerated filer. See definition of “accredited filer and large
      accelerated filer” in Rule 12b-2 of the Exchange Act:





Large
                Accelerated Filer __
            Accelerated
                FilerX
            Non-accelerated
                filer __








Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act): Yes  No X





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      equity, as of the latest practicable date:





Class
            Outstanding
                at May 10, 2006Common
                Stock, par value $.001
            72,470,910










**EXPLANATORY
      NOTE**






SulphCo,
      Inc. (the "Company") is filing this Form 10-Q/A ("Amendment No. 1") to amend
      its
      Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006,
      in
      order to (i) refile in its entirety "Part I - Item 4. Controls and Procedures,"
      and (ii) supplement “Part II-Item 1A. Risk Factors,” by adding an additional
      risk factor.





This
      Amendment No. 1 does not amend any other items filed in the Original Filing.
      The
      Original Filing is hereby superseded and amended with respect to the information
      set forth in this Amendment No. 1.




2




**PART
      I**





**Item
      4. Controls and Procedures**





The
      Company maintains disclosure controls and procedures designed to ensure that
      information required to be disclosed in reports filed under the Securities
      Exchange Act of 1934, as amended, is recorded, processed, summarized and
      reported within the specified time periods and that such information is
      accumulated and communicated to management to allow timely decisions on required
      disclosure.





As
      of the
      end of the period covered by this report, the Company’s management evaluated,
      with the participation of the Company’s Chief Executive Officer and Chief
      Financial Officer, the effectiveness of the Company’s disclosure controls and
      procedures. Based on the evaluation, the Company’s Chief Executive Officer and
      Chief Financial Officer concluded that, due to a number of material weaknesses
      in the Company’s disclosure controls and procedures, the
      Company’s disclosure controls and procedures were not effective as of the end of
      the period covered by this Report.





Subsequent
      to September 30, 2005, in connection with the preparation and audit of our
      financial statements for the year ended December 31, 2005, our management and
      our independent registered public accounting firm identified deficiencies in
      disclosure controls and procedures including the following:





·  We
      did
      not have adequate controls over the accounting, review and processing of
      transactions involving decisions to expense or capitalize certain items
      involving research and development, fixed assets and patent
      maintenance.





·  We
      did
      not have adequate transaction controls over the accounting, review and
      processing of liability recognition at the end of accounting
      periods.





·  We
      did
      not have adequate controls over the accounting, review and processing of
      transactions involving issuances of stock and options or cash
      commitments.




In
      light
      of these weaknesses the Company’s management performed additional analysis and
      other post-closing procedures to ensure that the financial statements are
      prepared in accordance with generally accepted accounting principles.
      Accordingly, management believes that the financial statements included in
      this
      report fairly present in all material respects our financial position, results
      of operations and cash flows for the periods presented.





In
      order
      to correct these material weaknesses in the effectiveness of our disclosure
      controls and procedures, management of the Company, in consultation with the
      Audit Committee, is in the process of reviewing policies and procedures in
      place
      with a view towards supplementing existing procedures and adopting new
      procedures. The Company's management and Audit Committee have discussed the
      matters disclosed in this Item 4 with the Company's independent registered
      public accounting firm.





At
      the
      end of March, 2006 we began, and since such time we have subsequently completed,
      written policies for all areas wherein material weaknesses in disclosure
      controls and procedures have been identified. These were submitted for review
      by
      the Audit Committee and the Company’s registered public accounting
      firm  in
      May,
      2006. The accounting staff has been apprised of these policies and the Chief
      Financial Officer has been charged with assigning specific tasks to accounting
      personnel to execute such policies.





There
      were no changes in the Company’s internal control over financial reporting that
      occurred during the Company’s fiscal quarter  ended
      March 31, 2006 that have materially affected, or are reasonably likely to
      materially affect, the Company’s internal control over financial
      reporting.


3


**PART
      II. OTHER INFORMATION**





**Item
      1A.   Risk Factors**





***As
      of December 31, 2005, and March 31, 2006, we concluded that our disclosure
      controls and procedures regarding information required to be included in SEC
      reports were not effective due to material weaknesses, and we might find other
      material weaknesses in the future which may adversely affect our ability to
      provide timely and reliable financial information and satisfy our reporting
      obligations under federal securities laws. As a result, current and potential
      stockholders could lose confidence in our financial reporting, which would
      harm
      our business and the trading price of our stock.***





As
      of
      December 31, 2005, and March 31, 2006, we detected material weaknesses in our
      disclosure controls and procedures regarding information required to be included
      in SEC reports. As a result of these weaknesses management has concluded that
      as
      of December 31, 2005, and March 31, 2006, our disclosure controls and procedures
      were not effective as of such dates. In particular, management concluded that:





·  We
      did
      not have adequate controls over the accounting, review and processing of
      transactions involving decisions to expense or capitalize certain items
      involving research and development, fixed assets and patent
      maintenance;





·  We
      did
      not have adequate transaction controls over the accounting, review and
      processing of liability recognition at the end of accounting periods;
      and




·  We
      did
      not have adequate controls over the accounting, review and processing of
      transactions involving issuances of stock and options or cash
      commitments.





Management
      believes that these weaknesses did not affect the accuracy or completeness
      of
      the reports for these periods, and we have taken and are taking steps to
      remediate the material weaknesses in our disclosure controls and procedures,
      including the adoption of written policies for the areas found to be deficient.
      However, we have not completed our remediation effort and we cannot assure
      you
      that we will completely remediate our material weaknesses. We might find other
      material weaknesses in the future. To the extent that any significant or
      material weaknesses exist in our disclosure controls and procedures, such
      weaknesses may adversely affect our ability to provide timely and reliable
      information necessary for the conduct of our business and satisfaction of our
      reporting obligations under federal securities laws, including the preparation
      of interim and annual financial statements in accordance with generally accepted
      accounting principles and SEC rules. As a result, current and potential
      stockholders could lose confidence in our reporting, which would harm our
      business and the trading price of our stock.








**Item
      6.   Exhibits**





31.1
            Certifications
                pursuant to Rule 13a-14 under the Securities Exchange Act of
                1934.31.2
            Certifications
                pursuant to Rule 13a-14 under the Securities Exchange Act of
                1934.32.1
            Certification
                of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906
              of
                the Sarbanes-Oxley Act of 2002.




4


**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.





SULPHCO,
                INC.
              (Registrant)Date: June
              8,
              2006
            By:
            /s/
              Rudolf W.
              GunnermanRudolf W. GunnermanChairman
                of the
                Board of Directors
              and Chief Executive
                Officer 
 Date: June
                8,
                2006
              By:
              /s/ Loren
                J.
                KalmenLoren J. KalmenChief
                  Financial Officer
                (Principal Financial and Accounting
                  Officer)






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