<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

                                   -----------


{X}      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 For the quarterly period ended June 30, 2002.

{ }      TRANSITION  REPORT UNDER  SECTION 13 OR 15(d) OF THE EXCHANGE ACT For
         the transition period from _______ to ________.

                           Commission File No. 0-27599


                                  SULPHCO, INC.

                  ---------------------------------------------
                       (Name of the small business issuer)

         Nevada                                        88-0414750
------------------------                   ------------------------------------
(State of Incorporation)                   (I.R.S. Employer Identification No.)


                      1650 Meadow Wood Lane, Reno, NV 89502
            -------------------------------------------------------
                    (Address of principal executive offices)

                                  (775)829-1310
                                -----------------
                           (Issuers telephone number)

Number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 45,421,170 Common stock issued and
outstanding as of September 30, 2002.

Transitional Small Business Disclosure Format: Yes { } No {X}

<PAGE>

                                     PART I
                                     ------

Item 1. Financial Statements.

<TABLE>
                                          SULPHCO, INC.
                                  (A Development Stage Company)
                                          Balance Sheet
<CAPTION>

                                                                      SEPT 30       DECEMBER 31
                                                                       2002            2001
                                                                    UNAUDITED
<S>                                                                <C>               <C>

Current Assets:
      Cash and Cash Equivalents                                         11,894          173,432
      Trade Receivables                                                 25,756               --
      Receivable from related party                                         --        1,360,685
      Other Receivables                                                     --            1,500
      Inventory                                                        169,574               --
      Prepaid expenses                                                  16,564           50,631
      Accrued Interest                                                      --               --
                                                                   -----------------------------

           Total current assets                                        223,788        1,586,248
                                                                   -----------------------------

Property Plant and Equipment, net                                      226,461          322,514
Deposits                                                                 1,200               --
Investment in Subsidiary                                               220,086          220,086
                                                                   -----------------------------

           Total Assets                                                671,535        2,128,848
                                                                   =============================

Liabilities and Stockholder's Equity

Current Liabilities:
      Accounts payable                                                  11,163           66,541
      Accrued liabilities                                               17,290           45,968
      Note Payable                                                     250,000        1,000,000
      Line of Credit $500,000                                          290,000               --
                                                                   -----------------------------

           Total Current Liabilities                                   568,453        1,112,509

Stockholder's equity:
           Preferred stock: 10,000,000 shares authorized
           ($0.001 par value) none issued
           Common stock: 100,000,000 shares authorized
           ($0.001 par value) 45,421,170 and 39,927,170 shares
           issued and outstanding at September 30, 2002 and
           December 31, 2001 respectively                               45,421           39,927
           Paid in Capital                                          19,096,138       15,646,632
           Stock Subscription receivable                            (4,624,500)      (6,249,500)
           Deficit accumulated during the development stage        (14,413,977)      (8,420,720)
                                                                   -----------------------------

                Total Stockholder's equity                             103,082        1,016,339
                                                                   -----------------------------

                     Total Liabilities and equity                      671,535        2,128,848
                                                                   =============================

                    See accompanying notes to condensed financial statements.

                                                2
</TABLE>
<PAGE>

<TABLE>
                                          SULPHCO, INC.
                                  (A Development Stage Company)
                                     Statement of operations
<CAPTION>

                                             THREE MONTHS ENDED             NINE MONTHS ENDED
                                          SEPT 30,       SEPT 30,        SEPT 30,       SEPT 30,
                                            2002           2001           2002           2001
                                          UNAUDITED      UNAUDITED      UNAUDITED      UNAUDITED
<S>                                     <C>            <C>            <C>            <C>

Revenue                                     22,745             --         52,953             --

Operating expenses:
      Depreciation                          40,500          8,010        124,200         48,020
      Issuance of Stock Options                 --      4,736,413             --      9,064,634
      General and administrative           224,648        358,314      5,648,107        814,241
      Research and development              72,328         27,583        273,904        131,985
                                        --------------------------    --------------------------

          Total operating expenses         337,475      5,130,320      6,046,211     10,058,880
                                        --------------------------    --------------------------

               Loss from operations        314,730      5,130,320      5,993,257     10,058,880

Other Income (expenses)                         --        105,158              0        162,297
                                        --------------------------    --------------------------

      Net Loss before taxes                314,730      5,025,162      5,993,257      9,896,583

Income tax benefit                              --             --             --             --

      Net Loss                             314,730      5,025,162      5,993,257      9,896,583
                                        ========================================================

Loss per common share                         0.01           0.14           0.13           0.35

Weighted average shares -
      basic and fully diluted           45,675,170     36,367,415     45,354,281     28,671,405

                    See accompanying notes to condensed financial statements.

                                                3
</TABLE>
<PAGE>

<TABLE>
                                    SULPHCO, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                               STATEMENT OF CASH FLOWS
<CAPTION>

                                                              NINE MONTHS ENDED
                                                           Sept 30,       Sept 30,
                                                             2002           2001
                                                          UNAUDITED      UNAUDITED
<S>                                                      <C>             <C>
Cash Flows From Operating
Activities                                               (5,993,257)     (9,896,583)
Adjustments to Reconcile Net
Income to Cash
     Depreciation & Amortization                            124,200          48,020
     Issuance of Stock Options                                   --       9,063,634
     Stock Issued for Services                            5,000,000              --
     (Increase) Decrease in:
          Accounts Receivable                               (25,756)         (6,535)
          Other Receivables                                   1,500              --
          Prepaid Expenses                                   34,067         (66,098)
          Deposits                                           (1,200)             --
          Inventory                                        (169,574)             --
          Accrued Interest                                       --        (136,348)
     Increase (Decrease) in:
          Accounts payable                                  (55,379)        156,586
          Accrued Liabilities                               (28,678)        (11,093)
                                                        ----------------------------

                  Net Cash Used in Operating Activities  (1,114,077)       (847,417)
                                                        ----------------------------
Cash Flows From Investing Activities
     Purchase of property and Equip                         (28,146)       (192,242)
     Payments made to develop intangible assets                  --         (49,877)
                                                        ----------------------------

                  Net cash used in investing activities     (28,146)       (242,119)
                                                        ----------------------------
Cash Flows from Financing Activities
     Proceeds from issuance of Stock                          5,000       1,575,456
     Proceeds from issuance of note payable                (750,000)      1,000,000
     Proceeds from Line of Credit                           290,000              --
     Payments on stock subscription receivables              75,000         490,500
     Stock subscriptions cancelled                        1,550,000              --
     Stock Returned and Cancelled                        (1,550,000)             --
     Payment on contract payable                                 --        (200,000)
     Loans to related party                                      --      (2,480,378)
     Payments on advance from related party                      --        (100,000)
     Payments from related party loans                    1,360,685         884,015
     Dividends paid                                              --        (118,427)
                                                        ----------------------------
                  Net cash provided by financing
                    activities                              980,685       1,051,166
                                                        ----------------------------

Net increase (decrease) in cash and cash equivalents       (161,538)        (38,370)
Cash and cash equivalents at beginning of period            173,432          98,010
                                                        ----------------------------

Cash and cash equivalents at end of period                   11,894          59,640
                                                        ============================

              See accompanying notes to condensed financial statements.

                                          4
</TABLE>
<PAGE>

<TABLE>
                                                            SULPHCO, INC.
                                                    (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         YEAR ENDED DECEMBER 31, 2001, 2000 AND PERIOD JANUARY 13, 1999 (DATE OF INCEPTION)
                                          AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
<CAPTION>

                                                                                                           STOCK           TOTAL
                                               COMMON STOCK             ADDITIONAL      ACCUMULATED    SUBSCRIPTIONS    STOCKHOLDERS
                                           SHARES         AMOUNT      PAID-IN CAPITAL     DEFICIT       RECEIVABLE        EQUITY
<S>                                      <C>                 <C>         <C>            <C>              <C>                <C>
Balance, January 13, 1999                        --    $         --    $         --    $         --    $         --    $         --

Stock issued for cash at $167 per
  share                                       1,000               1         166,999              --              --         167,000

Restatement from recapitalization
  of GRD, Inc                            19,999,000          19,999         (19,999)             --              --              --

Net Loss                                         --              --              --        (128,802)             --        (128,802)
                                      ----------------------------------------------------------------------------------------------

Balance, December 31, 1999               20,000,000          20,000         147,000        (128,802)              0          38,198
                                      ----------------------------------------------------------------------------------------------

Contributions from Stockholder:
      Cash                                       --              --         169,168              --              --         169,168
      Equipment                                  --              --         362,331              --              --         362,331

Acquisition of Filmworld, Inc.            1,200,000           1,200        (251,200)             --              --        (250,000)

Contribution of Capital                     820,000             820         409,180              --        (208,500)        201,500

Issuance of Stock options                        --              --       1,014,200              --              --       1,014,200

Net Loss                                         --              --              --      (1,364,393)             --      (1,364,393)
                                      ----------------------------------------------------------------------------------------------

Balance, December 31, 2000               22,020,000          22,020       1,850,679      (1,493,195)       (208,500)        171,004

Stock issued for services                   200,000             200         571,800              --              --         572,000

Stock issued for Services Related
  party                                   4,342,800           4,343       4,782,557              --              --       4,786,900

Stock issued for cash                       724,750             725       1,207,162              --              --       1,207,887

Issuance of stock options                12,639,620          12,640       7,352,860              --      (6,041,000)      1,324,500

Return of Shareholder Capital                    --              --        (118,427)             --              --        (118,427)

Net Loss                                         --              --              --      (6,927,525)             --      (6,927,525)
                                      ----------------------------------------------------------------------------------------------

Balance, December 31, 2001               39,927,170          39,927      15,646,632      (8,420,720)     (6,249,500)      1,016,339

  Payment on Stock Subscriptions                 --              --              --              --          75,000          75,000

  Stock Issued for Services Related
    Party                                10,000,000          10,000       4,990,000              --              --       5,000,000

  Stock returned and cancelled           (2,000,000)         (2,000)          2,000              --              --               0

  Net Loss                                       --              --              --      (5,207,853)             --      (5,207,853)
                                      ----------------------------------------------------------------------------------------------

  Balance, March 31, 2002                47,927,170          47,927      20,638,632     (13,628,573)     (6,174,500)        883,486

  Stock returned and Cancelled           (1,100,000)         (1,100)       (570,900)             --         572,000               0

  Net Loss                                       --              --              --        (470,674)             --        (470,674)

  Balance, June 30, 2002                 46,827,170          46,827      20,067,732     (14,099,247)     (5,602,500)        412,813

  Stock returned and Cancelled           (1,456,000)         (1,456)       (976,544)             --         978,000               0

  Stock issued for Cash                      50,000              50           4,950              --              --           5,000

  Net Loss                                       --              --              --        (314,730)             --        (314,730)
                                      ----------------------------------------------------------------------------------------------

  Balance September 30, 2002             45,421,170          45,421      19,096,138     (14,413,977)     (4,624,500)        103,083

                                      See accompanying notes to condensed financial statements.

                                                                  5
</TABLE>
<PAGE>

SULPHCO, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements

September 30, 2002 and December 31, 2001

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION
Sulphco, Inc. (the Company), formerly Film World, Inc. (Film World) was
originally organized under the laws of the State of Nevada on December 23, 1986,
under the name Hair Life Inc. The Company became inactive during 1987 and
remained inactive until September 1, 1994. On September 1, 1994, the
shareholders of Hair Life, Inc. and the "The Patterson Group" approved a reverse
acquisition agreement whereby the Patterson Group became a wholly owned
subsidiary of Hair Life, Inc. in exchange for 4,500,000 shares of common stock
(after giving effect to a reverse stock split) of Hair Life, Inc. Hair Life,
Inc. then changed its name to The Patterson Group. The Patterson Group changed
its capitalization by a reverse split of the then outstanding common stock of
one new share for each forty old shares. The Patterson Group conducted
operations via two subsidiaries until 1998, at which time in discontinued all
operations and remained dormant until July 1999.

On or about July 18, 1999, the Company acquired film rights and changed the
corporate name to Film World, Inc. The Company authorized a capitalization of
100,000,000 shares of common stock with a par value of $0.001 per share and
10,000,000 shares of preferred stock, with a par value of $0.001 per share.

On December 4, 2000, the Company discontinued its film operations and
distributed all assets and liabilities related to that business to certain
shareholders in exchange for their stock.

The Company on December 4, 2000 entered into an exchange agreement with GRD,
Inc. (GRD) (dba Sulphco) and issued 20,000,000 shares in exchange for all of the
outstanding shares of GRD.

Since the shareholders of GRD continue to control the Company the merger has
been accounted for as a recapitalization of GRD. Consequently the results of
operations are those of GRD since its inception on January 13, 1999 and GRD and
FilmWorld from December 4 2000 to December 31, 2000.

Pro forma amounts as if the Companies had been combined as of January 1, 1999
are as follows:

Revenues                              $        --      $        --

Loss from operations                   (1,364,393)        (128,802)
Loss from discontinued operations      (2,889,600)        (197,011)
                                      ------------     ------------

Net loss                              $(4,253,993)     $  (325,813)
                                      ============     ============

Net loss per share                    $     (0.21)     $     (0.02)
                                      ============     ============

                                       6
<PAGE>

BUSINESS

The Company has not generated revenues from its business and is a development
stage company, as defined by SFAS No. 7. The Company is engaged in the business
of developing and marketing a process for removing sulfur from crude oils.

CASH AND CASH EQUIVALENTS
The Company considered all highly liquid investments with original maturities to
the Company of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost, less accumulated depreciation.
Depreciation is determined using the straight-line and accelerated methods over
the estimated useful lives of the assets. Expenditures for maintenance and
repairs are expensed when incurred and betterments are capitalized. Gains and
losses on sale of property and equipment are reflected in the statement of
operations.

INTANGIBLE ASSETS
Intangible assets consist primarily of patent costs. Patent costs are amortized
on a straight-line basis over term of the patent. The Company assesses
recoverability of this intangible asset by determining whether the amortization
of the balance over its remaining life can be recovered through discounted
future operating cash flows of the acquired operation. The amount of impairment,
if any, is measured based on projected discounted future operating cash flow
using a discount rate that reflects the Company's average cost of funds.

RESEARCH AND DEVELOPMENT
The Company charges research and development costs to operating expense as
incurred.

INCOME TAXES
The Company accounts for income taxes under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using the enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

EARNINGS PER SHARE
The computation of basic and diluted earnings per common share is based on the
weighted average number of shares outstanding during the year, plus the common
stock equivalents. Common stock equivalents are not included in the diluted
earnings (loss) per share calculation when their effect is antidilutive. Common
stock equivalents arising from options have not been included in diluted
earnings per share.

                                       7
<PAGE>

IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicated that the carrying amount of the assets may
not be recovered through undiscounted future cash flows. If it is determined
that an impairment loss has occurred based on expected cash flows, such loss is
recognized in the statement of operations.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. The market for the Company's
products and services are characterized by competition, rapid technological
development, regulatory changes and new product introductions, all of which may
impact the future value of the Company's assets.

                                       8
<PAGE>

Item 2.  Management Discussion and Analysis or Plan of Operation.

         Statements contained herein that are not historical facts are
forward-looking statements, as that term is defined by the Private Securities
Litigation Reform Act of 1995. Although the Company believes that expectation
reflected in such forward-looking statements are reasonable, the forward-looking
statements are subject to risks and uncertainties that could cause results to
differ from those projected. The Company cautions investors that any
forward-looking statements made by the Company are not guarantees of future
performance and that actual results may differ materially from those in the
forward-looking statements. Such risks and uncertainties include, with
limitation: well established competitors who have substantially greater
financial resources and longer operating histories, changes in the regulatory
environment in which the Company competes, and access to sources of capital.

Plan of Operation

1.       Business Plans

         During the remainder of 2002, the Company intends to fully expand the
industrial production design for the Company's proprietary technology. The
Company has constructed two laboratory test units to de-sulfur crude oil. The
Company expects to test the effectiveness of the laboratory units to de-sulphur
crude oil within the next several weeks. The Company has nearly completed a
1,000 bbl per day unit to de-sulphur crude oil. The Company expects to place
this unit into operation at an oil refinery or oil collection point within the
next several months. At this point, the Company intends to move forward with
placing this unit at an oil refinery or oil collection point and with licensing
and joint ventures through other established petroleum processors, as
opportunities become available.

         In May of 2002, the Company entered an agreement with Northrop Grumman
Information Technology, a wholly owned subsidiary of Northrop Grumman
Corporation. The contract was cancelled by Northrop Grumman Information
Technology in July 2002 with the expressed reason being the lack of government
funding.

         During the remainder of 2002, the Company intends to fund operations
through the use of a $500,000 line of credit from Nevada State Bank, a loan of
$250,000 from Erika Herrmann, sister-in-law of the Company's chief executive
officer and majority shareholder, Rudolf G. Gunnerman, and a loan of $40,000
from Rudolf G. Gunnerman.

         The time frames set forth above may be adversely affected by factors
such as unforeseen delays in the marketing and implementation of the licensing
program. The Company's plans also could be adversely impacted by the patenting
process for the devises and methods which comprise the Company's proprietary
technology. In this regard, the need to keep aspects of the Company's technology
secret during the patenting process could delay the Company's plans to bring its
proprietary technology to market.

                                       9
<PAGE>

         If the Company is required to initiate litigation to protect its
interest in its proprietary technology or is required to defend an action
challenging the Company's interest, the costs and delays associated with such
litigation could negatively impact on the Company's ability to bring the
proprietary technology to market.

         Also, any delays or unforeseen impasses in developing working
relationships with third-parties in connection with develop and marketing of
industrial units for the proprietary technology would have not only impact on
the timing of the Company's business plan but could entirely disrupt such plans
and prevent the Company from bringing the proprietary technology to market.

2.       Research and Development

         On October 22, 2002, the United States Patent and Trademark Office
issued a Notice of Allowance with respect to the Company's patent application
entitled "Continuous Process for Oxidative Desulfurization of Fossil Fuels with
Ultrasound and Products Therefrom." The Company has paid the patent fee and
expects a patent to issue within the next few months. The Company is also
pursuing two additional patent applications pertaining to products related to
the Company's de-sulfurization process. The Company will continue its research
and development program during the remainder of 2002 in order to expand the
development of the design and manufacturing of industrial units which embody the
Company's proprietary technology. Management anticipates that its research and
development costs will be approximately $300,000 for the remainder of the year
2002.

3.       Facilities and Personnel

         The Company maintains its facilities at 1650 Meadow Wood Lane, Reno,
Nevada. These facilities include a research laboratory as well as the Company's
business offices. The Company expects to employee approximately 8 people at any
one time as part of its business plans for 2002, though the Company may
experience an increase or decrease in that number as its needs require and as is
normal in general business operations.

4.       Change in G & A Expense

         The Company's general and administrative expense rose from $814,241 in
nine months ended September 30, 2001 to $6,046,211 for the same period in the
current year. Stock based compensation accounted for $5,358,900 of the increase.
This expense is valued at the market price of the Company's stock at the time
the shares were issued and is recorded as a general and administrative expense
to the Company.

                                       10
<PAGE>

                                     PART II
                                     -------

Item 1.  Legal Proceedings.

         The Company is not party to, and none of the Company's property is
subject to, any pending or threatened legal, governmental, administrative or
judicial proceedings that may have a materially adverse effect upon the
Company's financial condition or operation, except as follows:

         On or about March 4, 2002, the Salt Lake City, Utah office of the
Securities and Exchange Commission sent letters to the Company and its CEO,
Rudolph W. Gunnerman, indicating that as a result of its investigation captioned
In the Matter of SulphCo, Inc. (SL-02337), that the staff of the Salt Lake
District Office was recommending that a civil injunctive action be filed naming
the Company and Mr. Gunnerman as defendants. The Company and Mr. Gunnerman deny
the allegations made by staff in the letters and have retained counsel who has
submitted a Wells submission response to the staff's allegations. The Company
has received no further communication from the SEC on this matter.

         On or about November 2, 2001, Mark Cullen filed a complaint in the
Second District Court of the State of Nevada in and for the County of Washoe
naming the Company, Rudolph Gunnerman, Alexander H. Walker, Jr., Harry Holman
and Joseph Sutton as defendants. The first complaint alleges breach of contract
and breach of the covenant of good faith and fair dealing against all defendants
in connection with the refusal to pay a claimed $100,000 severance payment owed
pursuant to an employment agreement. On September 27, 2002, Mark Cullen filed a
second complaint in the same court naming the same defendants and adding the
Company's transfer agent. The second complaint realleges all the counts of the
first complaint and adds claims for alleged failures to deliver stock to Mark
Cullen, breach of confidential relationship in the failures to deliver stock and
pay severance payments, and conspiracy to deprive Mark Cullen of his property.
The complaints generally allege damages "in excess of $100,000" and the prayer
for relief seeks a judgment against all defendants for compensatory damages in
excess of $10,000, plus interest from August 3, 2001, plus reasonable attorneys'
fees and costs. The Company has answered the complaint and denied the
allegations.

         On or about June 22, 2001, the Company filed a complaint against Amir
I. Elgindy, also known as Anthony Elgindy and Tony Elgindy and doing business as
Pacific Equity Investigations and Inside Truth.com and amended the complaint in
October 2001. The amended complaint outlined causes of action against Mr.
Elgindy for fraud, deceptive trade practices, trade disparagement and
interference with prospective contractual and/or economic advantage. Mr. Elgindy
answered the amended complaint with a general denial. The Company has settled
the litigation by entering into a mutual release of all claims with Mr. Elgindy.

                                       11
<PAGE>

Item 2.  Changes in Securities.

         On July 19, 1999, the Company issued a total of 7,013,392 shares of its
common stock to the following in the following amounts:

                  Daly Consultants, Inc.              2,922,247
                  Belfair International, Inc.         2,922,247
                  Mark Tolner                         1,168,898

         The shares issued to Daly Consultants, Inc. and Belfair International,
Inc. were issued in consideration for $50,000 in cash and the intellectual
property purchased by the Company pursuant to the Exchange Agreement dated July
19, 1999. Such property had a value of at least $525,000. It is carried on the
Company's financial statement at predecessor cost due to the relationship
between directors and these shareholders. The shares issued to Mr. Tolner were
issued in consideration for his services to the Company. All such shares were
issued in reliance on the exemption from registration contained in Section 4(2)
of the Securities Act of 1933, as amended, and the certificates representing
such shares bear a restrictive legend reflecting the limitations on future
transfer of those shares. As part of the transaction with GRD, Inc., described
in Item 1 above, two of the Company's former directors, namely John Daly and
Menahem Golan, resigned their positions with the Company. The Company's former
President, Mark Tolner, also resigned. In addition, the Company returned the
assets associated with the Company's film production and distribution operations
to the entities contributing those assets. In this regard, the Company received
1,118,898 shares from the Company's former President, Mark Tolner; 2,872,247
shares from Daly Consultants, Inc.; and 2,822,247 shares from Belfair
International, Ltd. John Daly and Mark Tolner retained a combined total of
100,000 shares of the Company's common stock and received $50,000 in cash in
connection with their resignations and Menahem Golan also retained 100,000
shares of the Company's common stock in connection with his resignation and
withdrawal from the Company's operations.

         On September 15, 1999, 5,000 shares were issued to Morgounova Corp.
Such shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Securities Act of 1933, as amended, and the certificates
representing such shares bear a restrictive legend reflecting the limitations on
future transfer of those shares.

On October 29, 1999, the following shares were issued:

                  Registered Owner        No. Shares
                  ----------------        -----------
                  Marlene Vallen              16
                  George Newberry            600
                  Christina Miller           100

         All such shares were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of those shares.

                                       12
<PAGE>

         On December 9, 1999, the Company issued 50,000 shares to John
Smallcombe. Such shares were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of those shares.

         On January 27, 2000, the Company issued the following shares:

                  Registered Owner          No. Shares
                  ----------------          ----------
                  Harry Holman                14,875
                  Alexander H. Walker III    200,000

         All such shares were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of those shares.

         On December 4, 2000, the Company issued 20,000,000 shares of its common
stock in accordance with the terms of the Exchange Agreement between the Company
and GRD, Inc. (SulphCo) as follows:

                  Registered Owner           No. Shares
                  ----------------           ----------
                  Rudolph Gunnerman          12,000,000
                  Kristina Gunnerman          2,000,000

                  Registered Owner           No. Shares
                  ----------------           ----------
                  Peter Gunnerman             2,000,000
                  Alex Paior                  2,000,000
                  Mark T. Cullen              2,000,000

         The shares issued were issued in consideration for cash and the
proprietary technology acquired by the Company pursuant to the Exchange
Agreement dated December 4, 2000. All such shares were issued in reliance on the
exemption from registration contained in Section 4(2) of the Securities Act of
1933, as amended, and the certificates representing such shares bear a
restrictive legend reflecting the limitations on future transfer of those
shares. On May 30, 2002, the 2,000,000 shares issued to Mark T. Cullen were
cancelled by the Company.

         On February 14, 2001, the Company issued the following shares:

                  Registered Owner           No. Shares
                  ----------------           ----------
                  R. W. Gunnerman              700,000
                  M. T. Cullen                 120,000
                  Erika Herrmann               292,800

         All such shares were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of those shares.

                                       13
<PAGE>

         On February 21, 2001 and April 11, 2002, the Company issued 350,000
shares for cash and 50,000 shares for services, respectively, to Sutton Ventures
Group. Such shares were issued in reliance on the exemption from registration
contained in Section 4(2) of the Securities Act of 1933, as amended, and the
certificates representing such shares bear a restrictive legend reflecting the
limitations on future transfer of those shares.

         On April 11, 2001, the Company issued 200,000 shares for services to
Paul Moote. Such shares were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of these shares.

         On April 11, 2001, the Company issued 350,000 shares to Vitro S.A. De
C.V. Such shares were issued in reliance on the exemption from registration
contained in Section 4(2) of the Securities Act of 1933, as amended, and the
certificates representing such shares bear a restrictive legend reflecting the
limitations on future transfer of these shares. These shares have since been
returned to the Company and the issuance cancelled.

         On April 11, 2001, the Company issued 24,750 shares for cash to Harry
P. Holman. Such shares were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of these shares.

         On May 24, 2001 the Company issued the following shares:

                  Registered Owner                   No. Shares
                  ----------------                   ----------
                  R. W. Gunnerman                     7,150,000
                  M. T. Cullen                        1,000,000
                  A. H. Walker, Jr                    1,000,000
                  Paul Neilsom                          100,000

                  Registered Owner                   No. Shares
                  ----------------                   ----------
                  Kevin Brown                             5,000
                  P. M. Johnson                          15,000
                  Erika Herrmann                        100,000
                  H. P. Holman                          200,000
                  Henry Heimes                           50,000
                  Loren Kalmen                           25,000
                  S. D. Ligon                            50,000
                  Rohinis Govind                         50,000
                  T. P. Orme                             50,000
                  Shii Kant Singh                        25,000
                  Majtaba Ahadiantehrani                 25,000
                  Edward Ripley                           5,000
                  R. W. Chappell                          5,000
                  P. C. Knauff                          206,000

                                       14
<PAGE>

         All such shares were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of these shares. These shares were
all issued for promissory notes payable to the Company bearing interest at the
rate of 7% due June 1, 2003. On March 29, 2002, the 1,000,000 shares issued to
Mark T. Cullen were cancelled by the Company. On July 25, 2002, the Board of
Directors voted to offer the remaining holders of the above shares stock options
at the price of $.10 per share if these shares are returned to the Company in
the near future. As of September 30, 2002, all shares listed above were returned
to the Company and the issuance cancelled with the exception of the 1,000,000
shares previously held by Mark T. Cullen which were cancelled and those issued
to Rudolph Gunnerman, Harry Holman T. P. Orme, and Shii Kant Singh.

         On June 21, 2001 and June 25, 2001, the Company issued 600,000 shares
to Inline Investments Corporation. Such shares were issued in reliance on the
exemption from registration contained in section 4(2) of the Securities Act of
1933, as amended, and the certificates representing such shares bear a
restrictive legend reflecting the limitations on future transfer of these
shares. Such shares later were returned to the Company's treasury.

         On June 29, 2001 the Company issued 200,000 shares to Sterne Agee &
Leach Inc. Such shares were $1.41 per share. Such shares were issued pursuant to
the exemption from registration under Section 4 (2) of the Securities Act of
1933, as amended. Shares representing these shares were later returned to the
Company.

         On June 29, 2001, the Company issued 350,000 shares to R. W. Gunnerman.
Such shares were issued in reliance on the exemption from registration contained
in section 4(2) of the Securities Act of 1933, as amended, and the certificates
representing such shares bear a restrictive legend reflecting the limitations on
future transfer of these shares.

         On July 17, 2001, the Company issued 200,000 shares to Coldwater
Capital LLC. Such shares were issued pursuant to the exemption from registration
under Section 4 (2) of the Securities Act of 1933, as amended. Shares
representing these shares were later returned to the Company's treasury.

         On September 6, 2001, the Company issued 2,758,620 shares of its common
stock pursuant to a consulting agreement the Company entered into with Mark
Neuhaus. Such shares were valued at $0.725 per share. Such shares were issued
pursuant to a registration statement filed in connection with such shares on
Form S-8. The Company has asked Mr. Nuehaus to return approximately 1,100,000 of
these shares for which the Company has not yet been paid.

         On November 8, 2001, the Company issued 4,000,000 shares to R. W.
Gunnerman for services rendered to the Company. Such shares were issued in
reliance on the exemption from registration contained in section 4(2) of the
Securities ct of 1933, as amended, and the certificates representing such shares
bear a restrictive legend reflecting the limitations on future transfer of these
shares.

                                       15
<PAGE>

         On March 25, 2002, the Company issued 6,000,000 shares to R. W.
Gunnerman, 3,000,000 shares to Alexander H. Walker, Jr. and 1,000,000 shares to
Harry Holman for services rendered and to be rendered to the Company. Such
shares were issued in reliance on the exemption from registration contained in
section 4(2) of the Securities Act of 1933, as amended, and the certificates
representing such shares bear a restrictive legend reflecting the limitations on
future transfer of these shares.

Item 3.  Defaults Upon Senior Securities.

         None.

Item 4.  Submission of Matter to a Vote of the Securities Holders.

The Annual Meeting of the Shareholders of the Company was held during the second
quarter. The standing Board of Directors were reelected and the accountants,
Forbush and Associates, were elected to act as auditors of the Company.

Item 6.  Exhibits and Reports on Form 8-K.

         (a) Exhibits.

         (b) Reports on Form 8-K.

         On or about April 16, 2002, the Company filed a Form 8-K with the
Securities and Exchange Commission regarding the resignation of Tanner & Co. as
the Company's independent auditors and the subsequent appointment of Forbush and
Associates in that capacity. On or about August 22, 2002, the Company filed an
amendment to that Form 8-K further describing the events surrounding the two
events. The information disclosed in that Form 8-K, as amended, is incorporated
herein by this reference.

                                       16
<PAGE>

                                   SIGNATURES


         In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: November 15, 2002.      SULPHCO, INC. (Registrant)

                               /s/ Rudolph W. Gunnerman
                               --------------------------
                               By: Rudolph W. Gunnerman
                               Its: Chairman of the Board, President
                                    and Chief Executive Officer


                               /s/ Pat Lacy
                               --------------------------
                               By: Pat Lacy
                               Its: Controller
                                    (Principal Financial and Accounting Officer)

                                       17
<PAGE>

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

CERTIFICATIONS


         I, Rudolf W. Gunnerman, Chairman of the Board of Directors, President
and Chief Executive Officer certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of Sulphco,
Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated: November 15, 2002.                /s/ Rudolph W. Gunnerman
                                         --------------------------------------
                                          By: Rudolph W. Gunnerman
                                          Its: Chairman of the Board, President
                                               And Chief Executive Officer

                                       18
<PAGE>

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

CERTIFICATIONS


         I, Pat Lacy, Controller, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of SulphCo,
Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated: November 15, 2002.    /s/ Pat Lacy
                             --------------------------
                             By: Pat Lacy
                             Its: Controller
                                  (Principal Financial and Accounting Officer)

                                       19