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

FORM 10-QSB/A

Amendment No. 3

|xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
    ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004.
|------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                          
|oTRANSITION 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                   |  | 88-0224817                          
|------------------------ |  | ------------------------------------
|                         |  |                                     
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

|850 Spice Islands Drive, Sparks, NV 89431
|-----------------------------------------
|                                         
|(Address of principal executive offices) 
|                                         
|(775) 829-1310                           
|                                         
|(Issuers telephone number)              

Number of shares outstanding of each of the issuers classes of common equity, as of the latest
practicable date: 56,129,385 shares of common stock issued and outstanding as of November 4, 2004.

Transitional Small Business Disclosure Format: YesoNo x

---



EXPLANATORY NOTE

SulphCo, Inc. (the Company) is filing this Amendment No. 3 to Form 10-QSB/A (Amendment
No. 3) to amend its Quarterly Report on Form 10-QSB for the period ended September 30, 2004
(the Original Filing) filed on November 12, 2004 with the Securities and Exchange Commission
(SEC), as amended by Amendment No. 1 filed with the SEC on January 25, 2005, and Amendment
No. 2 filed with the SEC on February 9, 2005 (Amendment Nos. 1 and 2 being referred to as the Prior
Amendments) in order to (i) refile in its entirety Part I - Item 1. Financial Statements
to amend its unaudited financial statements for the periods ended September 30, 2004, and September
30, 2003, and (ii) to include new Exhibits 31.1, 31.2 and 32.1.

The
Company has identified certain errors in its previously issued financial statements related to the
capitalization of certain research and development expenses in the amount of $101,606 for the year
ended December 31, 2003 and $6,364 for the quarter ended March 31, 2004. As a result, the Company has restated its previously issued financial statements
for the year ended December 31, 2003, to reflect this amount as a 2003 expense. These restated financial
statements are now included in Amendment No. 7 to Form 10-KSB for the year ended December 31, 2003.
This Amendment No. 3 is being filed primarily to reflect adjustments related to the 2003 restatement.

The
Company is also amending the financial statements included in this report to reflect corrections
to the Statement of Cashflows. There were no other material changes from the financial statements
filed with the Original Filing as amended by the Prior Amendments.

This Amendment does not amend any other information previously filed in the Original Filing as amended
by the Prior Amendments. The Original Filing as amended by the Prior Amendments is hereby superseded
and amended with respect to the information set forth in this Amendment No. 3.

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SULPHCO, INC. 
  (A Company in the Development Stage)BALANCE SHEET
  September 30, 2004
  (unaudited)

|ASSETS                                                                                                          |  
|--------------------------------------------------------------------------------------------------------------- | -
|
|                                                                                                                |  
|Current Assets                                                                                                  |  
|Cash                                                                                                            | $
|Other                                                                                                           |  
|                                                                                                                |  
|                                                                                                                |  
|Total current assets                                                                                            |  
|                                                                                                                |  
|                                                                                                                |  
|Property and equipment (net of accumulated depreciation of $597,388)                                            |  
|                                                                                                                |  
|                                                                                                               
|Other Assets                                                                                                   
|Deferred tax asset (net of valuation allowance of $7,010,990)                                                   |  
|Other                                                                                                           |  
|                                                                                                                |  
|                                                                                                                |  
|Total other assets                                                                                              |  
|                                                                                                                |  
|                                                                                                                |  
|Total assets                                                                                                    | $
|                                                                                                                |  
|                                                                                                                |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                            |  
|                                                                                                               
|Current Liabilities                                                                                            
|Accounts payable                                                                                                | $
|Accrued expenses                                                                                                |  
|Related party notes payable                                                                                     |  
|                                                                                                                |  
|                                                                                                                |  
|Total current liabilities                                                                                       |  
|                                                                                                                |  
|                                                                                                                |  
|Commitments and Contingencies                                                                                   |  
|                                                                                                                |  
|                                                                                                               
|Stockholders Equity                                                                                           
|Preferred stock: 10,000,000 shares authorized ($0.001 par value)
           none issued                         |  
|Common stock, $.001 par value, 100,000,000 shares authorized
          53,662,234 shares issued and outstanding |  
|Additional paid-in-capital                                                                                      |  
|Interest prepaid via issuance of stock                                                                          |  
|Prepaid expense via issuance of stock                                                                           |  
|Stock subscriptions receivable                                                                                  |  
|Deficit accumulated during the development stage                                                                |  
|                                                                                                                |  
|                                                                                                                |  
|Total stockholders equity                                                                                      |  
|                                                                                                                |  
|                                                                                                                |  
|Total liabilities and stockholders equity                                                                      | $
|                                                                                                                |  
|                                                                                                                |  
|                                                                                                               
|The Accompanying Notes are an Integral Part of the Financial Statements                                        

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SULPHCO, INC. 
  (A Company in the Development Stage)STATEMENTS OF OPERATIONS
  For the Three and Nine Months Ended September 30, 2004 and 2003 and >From Inception
  (unaudited)

|                                                                        | For the Three Months Ended
      September 30 |            | For the Nine Months Ended
September 30 |   | Inception
      to date |  
|----------------------------------------------------------------------- | --------------------------------------------- | ---------- | -------------------------------------- | - | ----------------------- | -
|
|
|                                                                        |                                               |            |                                        |   |                         |  
|Revenue                                                                 |                                               |            |                                        |   |                         |  
|Sales                                                                   | $                                             |           |                                        | $ |                        |  
|                                                                       
|Expenses                                                                |                                               |            |                                        |   |                         |  
|                                                                        |                                               |            |                                        |   |                         |  
|General and administrative expenses                                     |                                               | (709,039   | )                                      |   | (335,351                | )
|Research and development expenses                                       |                                               | (115,582   | )                                      |   | (88,891                 | )
|Depreciation expense                                                    |                                               | (21,777    | )                                      |   | (46,090                 | )
|                                                                        |                                               |            |                                        |   |                         |  
|                                                                        |                                               |            |                                        |   |                         |  
|Total expenses                                                          |                                               | (846,398   | )                                      |   | (470,332                | )
|                                                                        |                                               |            |                                        |   |                         |  
|                                                                        |                                               |            |                                        |   |                         |  
|Loss from operations                                                    |                                               | (846,398   | )                                      |   | (470,332                | )
|                                                                       
|Other income (expense)                                                  |                                               |            |                                        |   |                         |  
|                                                                        |                                               |            |                                        |   |                         |  
|Interest income                                                         |                                               | 4,919      |                                        |   | 1                       |  
|Interest expense                                                        |                                               | (74,000    | )                                      |   | (6,000                  | )
|Loss on disposal of asset                                               |                                               |           |                                        |   |                        |  
|                                                                        |                                               |            |                                        |   |                         |  
|                                                                        |                                               |            |                                        |   |                         |  
|Loss before income taxes                                                |                                               | (915,479   | )                                      |   | (476,331                | )
|                                                                        |                                               |            |                                        |   |                         |  
|Provision for income taxes                                              |                                               |           |                                        |   |                        |  
|                                                                        |                                               |            |                                        |   |                         |  
|                                                                        |                                               |            |                                        |   |                         |  
|Net loss                                                                | $                                             | (915,479   | )                                      | $ | (476,331                | )
|                                                                        |                                               |            |                                        |   |                         |  
|                                                                        |                                               |            |                                        |   |                         |  
|Loss per share: basic and diluted                                      | $                                             | (0.02      | )                                      | $ | (0.01                   | )
|                                                                        |                                               |            |                                        |   |                         |  
|                                                                        |                                               |            |                                        |   |                         |  
|Weighted average shares basic and dilted                               |                                               | 53,679,734 |                                        |   | 47,589,920              |  
|                                                                        |                                               |            |                                        |   |                         |  
|                                                                        |                                               |            |                                        |   |                         |  
|The Accompanying Notes are an Integral Part of the Financial Statements |                                              

---



SULPHCO, INC. 
  (A Company in the Development Stage)STATEMENT OF CASH FLOWS
  For the Nine Months Ended September 30, 2004 and 2003 and From Inception
  (unaudited)

|                                                                                           | September 30,
      2004 |            | September 30,
      2003 |   | Inception
      to Date |  
|------------------------------------------------------------------------------------------ | ------------------------ | ---------- | ------------------------ | - | ----------------------- | -
|
|                                                                                          
|Cash Flows from Operating Activities                                                       |                          |            |                          |   |                         |  
|Net loss                                                                                   | $                        | (2,455,255 | )                        | $ | (1,636,957              | )
|                                                                                           |                          |            |                          |   |                         |  
|Adjustments to reconcile net loss to net cash used in operating activities:                |                          |            |                          |   |                         |  
|Depreciation expense                                                                       |                          | 71,546     |                          |   | 139,978                 |  
|Shares issued for services                                                                 |                          | 106,450    |                          |   | 16,000                  |  
|Shares issued for interest expense                                                         |                          | 222,000    |                          |   |                        |  
|Shares subscribed for services                                                             |                          |           |                          |   |                         |  
|Loss on disposal of subsidiary                                                             |                          |           |                          |   |                        |  
|Increase in accounts receivable                                                            |                          | (15,244    | )                        |   |                        |  
|Decrease (increase) in prepaid expenses                                                    |                          | 2,352      |                          |   | (4,477                  | )
|(Decrease) increase in accounts payable                                                    |                          | 40,995     |                          |   | (114,054                | )
|(Decrease) increase in accrued liabilities                                                 |                          | (30,442    | )                        |   | (29,700                 | )
|Decrease in legal settlement                                                               |                          | (13,636    | )                        |   | (65,909                 | )
|                                                                                           |                          |            |                          |   |                         |  
|Net cash used in operating activities                                                      |                          | (2,071,234 | )                        |   | (1,695,119              | )
|                                                                                           |                          |            |                          |   |                         |  
|                                                                                          
|Cash Flows from Investing Activities                                                       |                          |            |                          |   |                         |  
|Purchase of property and equipment                                                         |                          | (41,548    | )                        |   | (768,186                | )
|Investment in subsidiary                                                                   |                          |           |                          |   |                        |  
|Payment of deposits                                                                        |                          |           |                          |   | (13,245                 | )
|Development of intangible assets                                                           |                          |           |                          |   |                        |  
|                                                                                           |                          |            |                          |   |                         |  
|Net cash provided by (used in) investing activities                                        |                          | (41,548    | )                        |   | (781,431                | )
|                                                                                           |                          |            |                          |   |                         |  
|                                                                                          
|Cash Flows from Financing Activities                                                       |                          |            |                          |   |                         |  
|Proceeds from issuance of stock                                                            |                          | 2,477,995  |                          |   | 16,500                  |  
|Proceeds from stock subscriptions                                                          |                          |           |                          |   | 3,575,000               |  
|Proceeds from issuance of related party notes payable                                      |                          | 500,000    |                          |   |                        |  
|Proceeds from issuance of line of credit                                                   |                          |           |                          |   |                        |  
|Return of capital                                                                          |                          |           |                          |   |                        |  
|Principal payments on related party notes                                                  |                          | (250,000   | )                        |   |                        |  
|Decrease in related party receivable                                                       |                          |           |                          |   |                        |  
|Payments on contracts payable                                                              |                          |           |                          |   |                        |  
|Principal payments on line of credit                                                       |                          |           |                          |   | (670,000                | )
|Principal payments on advance from related party                                           |                          |           |                          |   |                        |  
|                                                                                           |                          |            |                          |   |                         |  
|Net cash provided by financing activities                                                  |                          | 2,727,995  |                          |   | 2,921,500               |  
|                                                                                           |                          |            |                          |   |                         |  
|Net increase in cash and cash equivalents                                                  |                          | 615,213    |                          |   | 444,950                 |  
|Cash and cash equivalents at inception,
          period ending December 31, 2003 and 2002 |                          | 735,733    |                          |   | 13,574                  |  
|                                                                                           |                          |            |                          |   |                         |  
|Cash and cash equivalents at September 30, 2004                                            | $                        | 1,350,946  |                          | $ | 458,524                 |  
|                                                                                           |                          |            |                          |   |                         |  
|                                                                                           |                          |            |                          |   |                         |  

|Supplemental Information and Noncash Transactions                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                
|During the nine months ended September 30, 2004, and 2003, $228,000 and $20,298
were paid for interest, respectively, and no amounts were paid for income taxes.
|                                                                                                                                                                
|The Accompanying Notes are an Integral Part of the Financial Statements                                                                                         

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SULPHCO, INC. 
  (A Company in the Development Stage)NOTES TO THE INTERIM FINANCIAL STATEMENTS
  September 30, 2004
  (unaudited)

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The accompanying unaudited interim financial statements of Sulphco, Inc., (the Company)
have been prepared by the Company in accordance with generally accepted accounting principles in
the United States of America, pursuant to the Securities and Exchange Commission rules and regulations.
In managements opinion, all adjustments necessary for a fair presentation of the results for
the interim periods have been reflected in the interim financial statements. The results of operations
for any interim period are not necessarily indicative of the results for a full year. All adjustments
to the financial statements are of a normal recurring nature.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Certain information and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or omitted. Such disclosures
are those that would substantially duplicate information contained in the most recent audited financial
statements of the Company, such as significant accounting policies and stock options. Management
presumes that users of the interim statements have read or have access to the audited financial statements
and notes thereto included in the Companys most recent annual report on Form 10-KSB.                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|2. | Joint Venture                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                         
|   | The Company owns 49% of a joint venture that it is the primary beneficiary of, to market and deploy
the Companys technology in Kuwait. There was no activity in the entity during the quarter ended
September 30, 2004.
|   |                                                                                                                                                                                                                         

|3. | Prepaid Expenses via Issuance of Stock                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                              
|   | Prepaid expenses include prepaid interest of $74,000. One million restricted common shares were issued
for interest for two loans totaling $1,000,000. The prepaid interest is amortized over the one year
life of the loan.                                 
|   |                                                                                                                                                                                                                                                              
|   | In July 2004 the Company issued forty-five thousand shares of common stock as consideration for consulting
service for a one year period. The total value of the services was $128,700. As of September 30,
2004 the prepaid consulting expense was $107,250.
|   |                                                                                                                                                                                                                                                              

|4. | Related Party Transactions                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                    
|   | In March 2004 the Company issued 50,000 shares of subscribed common stock to a director at $0.42 per
share for director services in the prior year.                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                    
|   | An officer was paid $120,000 during the quarter, under an employment contract. The agreement is set
to terminate on June 30, 2005.                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                    
|   | The Company had outstanding at September 30, 2004, a $500,000 note due to a related party, as well
as a $500,000 note payable to an officer. The Company issued 500,000 shares to each, the related
party and officer for interest on these notes resulting in an effective interest rate of 29.6%.

---



SULPHCO, INC. (A Company in the Development Stage)NOTES TO THE INTERIM FINANCIAL STATEMENTS
    September 30, 2004(unaudited)

|5. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In January 2004 one million subscribed restricted common shares were issued for prepaid interest of
$296,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Also in January 2004 one hundred thousand common shares were issued at $0.85 per share for consulting
services valued at $85,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In March 2004 fifty thousand subscribed common shares were issued for Director services valued in the
prior year at $21,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In June 2004 the Company entered into two private placements. The first to sell 2,978,342 shares of
common stock at $0.90 per share warrants exercisable at $1.125 per share for 1,073,690 shares of
common stock, and additional investment rights entitling the purchaser to purchase up to 6,135,357
shares of common stock at a purchase price of $0.90 and a warrant to purchase up to 2,147,379 shares
at $1.125 per share. The investment rights are exercisable by investors for up to 180 days following
the filing of the registration statement. The warrants are exercisable for up to 30 months after
the date of their issuance.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The second private placement was to sell 2,030,960 shares of common stock at $1.25 per share, warrants
exercisable at $1.5625 per share for 732,161 shares of common stock, and additional investment rights
entitling the purchaser to purchase up to 2,091,889 shares of common stock at $1.25 per share and
a warrant to purchase up to 1,464,322 shares at $1.5625 per share. The investment rights are exercisable
by investors for up to 180 days following the filing of the registration statement. The warrants
are exercisable for up to 30 months after the date of their issuance.                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | As of September 30, 2004 investors purchased approximately 1,490,000 units of the first offering and
approximately 1,015,000 of the second offering for approximately $2,335,477 net of offering cost
of $274,126.                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In July 2004 the Company issued 200,000 shares of common stock at $0.55 per share in connection with
the exercise of stock options granted in 2003 for cash in the amount of $110,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In July 2004 the Company issued 100,000 shares of common stock at $0.35 per share in connection with
the exercise of stock options granted in 2003 for cash in the amount of $35,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In August 2004 the Company issued 45,000 shares of common stock at $2.86 per share for the services
of a consultant valued at $128,700.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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SULPHCO, INC. 
  (A Company in the Development Stage)NOTES TO THE INTERIM FINANCIAL STATEMENTS
  September 30, 2004
  (unaudited)

|   | In September 2004 45,000 subscribed shares at $1.50 per share were returned to the Company to cancel part of a subscription receivable of $67,500.                                                                                                                                                                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6. | Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company is currently the subject of an SEC investigation. The SEC alleges violations of Sections
5(a), 5(c) and 17(a) of the Securities Act of 1934 and Section 10(b) of the Securities Act of 1934
and Rule 10b-5 thereunder. The Company has retained council and has responded to the inquiry and
is awaiting response from the SEC. The outcome of the action is not determinable at this time. Any
such action could have a material adverse effect on the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Financial instruments, which potentially subject the Company to concentrations of credit risk, consist
mainly of cash equivalents. The Company maintains amounts on deposit with financial institutions,
which exceed federally insured limits. The Company has not experienced any significant losses in
such accounts, nor does management believe it is exposed to any significant credit risk.                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | There are various claims pending against the Company arising in the normal course of the Companys
business. Although the amount of liability at September 30, 2004, cannot be ascertained, management
is of the opinion that any resulting liability will not materially affect the Companys financial
position.                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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

|(a) | Exhibits.                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                              
|    | Exhibit 31.1 - Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.                   
|    |                                                                                                                                              
|    | Exhibit 31.2 - Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.                   
|    |                                                                                                                                              
|    | Exhibit 32.1 - Certification of CEO and CFO Pursuant to 18 U.S.C. ss. 1350, as Adopted Pursuant to
ss. 906 of the Sarbanes-Oxley Act of 2002.
|    |                                                                                                                                              
|(b) | Reports on Form 8-K.  None.                                                                                                                  

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:  April 27, 2005 | SULPHCO, INC. (Registrant)             
|                       |                                        
|                       | /s/ Rudolf W. Gunnerman                
|                       |                        
|                       | By: Rudolf W. Gunnerman                
|                       | Its: Chairman of the Board of Directors
|                       | and Chief Executive Officer            
|                       |                                        
|                       | /s/ Alan L. Austin, Jr.                
|                       |                        
|                       | By: Alan L. Austin, Jr.                
|                       | Its: Vice President of Finance and     
|                       | Chief Financial Officer                
|                       | (Principal Financial and Accounting    
|                       | Officer)                               

3

---