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 March 31, 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                                       88-0222729
------------------------                 -----------------------------------
(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:  47,927,170 shares of Common stock issued and
outstanding as of May 14, 2002.

Transitional Small Business Disclosure Format: Yes [  ]   No [X]



                                        1
<PAGE>



                                     PART I
                                     ------

Item 1.  Financial Statements.
<TABLE>
<CAPTION>

                            SulphCo, Inc.
                    (A Development Stage Company)
                            Balance Sheet

                                                                  March 31       December 31
                                                                    2002            2001
                                                                 -----------     ----------
                                                                        Unaudited
Current Assets:
<S>                                                                    <C>          <C>
      Cash and Cash Equivilents                                        2,777        173,432
      Receivable from related party                                  324,109      1,360,685
      Other Receivables                                                1,500          1,500
      Prepaid expenses                                                22,398         50,631
      Accrued Interest                                                94,237           --
                                                                 -----------     ----------
           Total current assets                                      445,021      1,586,248

Property Plant and Equipment, net                                    296,222        322,514
Investment in Subsidiary                                             220,086        220,086
                                                                 -----------     ----------
           Total Assets                                              961,328      2,128,848
                                                                 ===========     ==========
Liabilities and Stockholder's Equity

Current Liabilities:
      Accounts payable                                                34,901         66,541
      Accrued liabilities                                             42,942         45,968
      Note payable                                                         0      1,000,000
                                                                 -----------     ----------
           Total Current Liabilities                                  77,843      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) 47,927,170 and 39,927,170 shares
           issued and outstanding at March 31, 2002 and
           December 31, 2001 respectively                             47,927         39,927
           Paid in Capital                                        19,713,631     15,646,632
           Stock Subscription receivable                          (5,249,500)    (6,249,500)
           Deficit accumulated during the development stage      (13,628,573)    (8,420,720)
                                                                 -----------     ----------

                Total Stockholder's equity                           883,485      1,016,339
                                                                 -----------     ----------
                     Total Liabilities and equity                    961,328      2,128,848
                                                                 ===========     ==========
</TABLE>

                                     2
<PAGE>
<TABLE>
<CAPTION>

                                  SulphCo, Inc.
                          (A Development Stage Company)
                             Statement of operations



                                           Three Months Ended
                                        March 31     March 31
                                         2002         2001
                                       ---------     -------
                                       Unaudited    Unaudited

<S>                                       <C>          <C>
Revenue                                      -            -

Operating expenses:
      Depreciation                        43,200       3,000
      General and administrative       5,137,524     355,498
      Research and development           126,563      83,160

           Total operating expenses    5,307,288     441,658
                                       ---------     -------
                Loss from operations   5,307,288     441,658

Other Income (expenses)                   99,435        --
                                       ---------     -------
      Net Income before taxes          5,207,853     441,658

Income tax benefit                          --


      Net Loss                         5,207,853     411,658
                                       =========     =======


Loss per common share                       0.10        0.02
</TABLE>



                                     3

<PAGE>
<TABLE>
<CAPTION>

                                  SulphCo, Inc.
                          (A Development Stage Company)
                   Statement of Changes in Stockholers' Equity
                  Year Ended December 31, 2001, 2000 and Period
                      January 13, 1999 (date of Inception)
                  And For the Three Months Ended March 31, 2002

                                                                                                            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 subscriptions receivable       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      15,646,631      (8,420,720)   (6,249,500)      1,016,338

     Payment on Stock issued Neuhaus               --           --            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)       (998,000)           --       1,000,000               0

     Net Loss                                      --           --              --        (5,207,853)         --        (5,207,853)
                                             --------------------------------------------------------------------------------------
     Balance, March 25, 2002                 47,927,170       47,927      19,713,631     (13,628,573)   (5,249,500)        883,485
</TABLE>

                                      4
<PAGE>

<TABLE>
<CAPTION>

                         SulphCo, Inc.
                 (A Development Stage Company)

                    Statement of Cash Flows
      For the Three Months Ended March 31, 2002 and 2001

                                                                     March 31    March 31
                                                                      2002          2001
                                                                    Unaudited     Unaudited

Cash Flows From Operating

<S>                                                                <C>           <C>
Activities                                                         (5,207,853)   (2,461,207)
Adjustments to Reconcile Net
Income to Cash
     Depreciation & Amortization                                       43,200        32,000
     Issuance of Stock Options                                                      775,000
     Stock Issued for Services                                      5,000,000     1,383,331
     (Increase) Decrease in:
          Accounts Receivable                                                        (3,450)
          Prepaid Expenses                                             28,232
          Accrued Interest                                            (94,237)
     Increase (Decrease) in:
          Accounts payable                                            (31,640)      133,528
          Deposits                                                                  210,000
          Accrued Liabilities                                          (3,026)       13,643
                  Net Cash Used in

                  Operating Activities                               (265,324)       82,845

Cash Flows From Investing Activities

     Purchase of property and Equip                                   (16,907)     (181,216)
     Investment in film rights
                  Net cash used in
                  investing activities                                (16,907)     (181,216)

Cash Flows from Financing Activities

     Proceeds from Issuance of Stock                                   75,000     1,000,000
     Short-term Note payable                                       (1,000,000)
     Stock Subscription                                             1,000,000       208,500
     Stock Returned to the Treasury                                (1,000,000)
     Repayment of contract payable                                                  (85,000)
     Payments on related party advance                              1,036,576      (100,000)

                  Net cash provided by
                  financing activities                                111,576     1,023,500

Net increase (decrease) in cash and cash equivalents                 (170,655)      925,129


Cash and cash equivalents at beginning of period                      173,432        98,010

Cash and cash equivalents at end of period                              2,777     1,023,139

</TABLE>

                                     5
<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  2002,  the  Company  intends  to fully  expand  the  industrial
production design for the Company's proprietary technology.

         During the year 2001,  the Company  formed a joint venture  program for
the implementation of its de-sulfuring  process for the European Union Countries
throughout  Europe.  To initiate the program,  the company  granted an Exclusive
Technology   License  to  Innovative  Clean   Technologies  S.A.,  a  Luxembourg
corporation  and  wholly  owned   subsidiary  of  Eliop   International.   Eliop
International  is a Luxembourg  corporation  owned 50.5% by the  Company.  These
corporations  will be managed by Mr. Luigi  Profumo,  who controls Eliop Sr.1. a
major petroleum refinery  operation  operating out of Genoa,  Italy.  Innovative
Clean  Technologies  S.A. has not fulfilled the  requirements  of its license in
that it has not  submitted the monthly  reports  along with the royalty  payment
envisioned in the agreement.

         At this point,  the Company intends to move forward with this licensing
and joint venture  format through other  established  petroleum  processors,  as
opportunities  become  available.  In this regard,  SulphCo is now fabricating a
1,000 bbl per day unit to  de-sulfur  crude  oil.  This unit is  expected  to be
commercially operating at a major USA oil refinery within the next few months.

         During 2001,  the  Company's  agreements  with Bechtel and Sinclair Oil
were terminated.  During March of this year, however, a USA oil refinery company
reported  the results of their  testing the  SulphCo  process and  independently
verified the SulphCo  system  successfully  removed  sulfur from their crude oil
samples.


                                      6
<PAGE>



         In May of 2002,  the Company  entered into an agreement  with  Northrop
Grumman  Information  Technology,  a wholly owned subsidiary of Northrop Grumman
Corporation.  Pursuant to the contract,  the Company will fund refinments to its
proprietary technology with the goal to reduce sulfur in diesel type oil used by
Northrop  clients.  The contract  pertains to the study of the removal of sulfur
from F76 logistic fuel for fuel cell application.  Pursuant to the contract, the
Company  will  receive  payments  of $25,  000 every two  months  with  payments
totaling  $75,000.  The Company  initially will prepare a feasibility  study and
then will  provide  analysis of  ultrasonic  sulfur  removal in the test subject
fuels.  The  Company  will then  attempt to  demonstrate  at the lab scale,  the
capability  to achieve the reduction of sulfur in test fuels.  If feasible,  the
Company then will  provide  Northrop  with a written  report fo the analysis and
demonstrations,   and  will  make  recommendations  regarding  potential  future
reductions  in sulfur  levels in the test  fuels.  This  project  will  occupy a
majority of the Company's time during the last half of 2002.

         During 2002, the Company intends to fund operations with cash generated
from the royalty and production revenues,  outside research fees, as well as the
private sale of its common stock.

         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.  On March 11, 2002,  the Company  received a
Notice  of  Allowance  from the U.S.  Patent  Office  that  its  process  patent
application  has been  approved.  There are  three  additional  patents  pending
pertaining o products related to the Company's de- sulfurization process.

         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.

         Investigations  into the  Company's  operations by the  Securities  and
Exchange Commission have had a negative impact on the Company's ability to bring
its proprietary  technology to market. It is possible that further action by the
SEC will prelude the Company from moving forward with its business plan.

2.       Research and Development

         The Company will continue its research and  development  program during
2002 in order to expand the development of the design and manufacturing of

                                       7
<PAGE>




industrial units which embody the Company's proprietary  technology.  Management
anticipates  that its  research  and  development  costs  will be  approximately
$470,000 for the year 2002.

3.       Facilities and Personnel

         In early year 2001,  the  Company  moved into its new  facility at 1650
Meadow Wood Lane, Reno,  Nevada.  The Company new facilities  include a research
laboratory as well as the Company's  business  offices.  The Company  expects to
employee  approximately  12 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 $1,174,016
in 2000 to $6,655,442 in 2001. Stock based compensation accounted for $5,358,900
of the increase. This compensation was issued to officers,  directors and others
as compensation for services rendered to the Company.  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. In addition
premised  rental  increase  $95,000 as the  Company  moved into a facility  that
combined business offices with research facilities.

                                     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 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.  The complaint was filed in
the United States District Court for the District of Nevada.  Mr. Elgindy failed
to file an answer to the  complaint and his default was entered on or about July
19, 2001. Thereafter, on or about October 4, 2001, Mr. Elgindy filed a motion to
have the default set aside and to dismiss the complaint.  The Company  responded
to the motion in October 2001 by filing an amended complaint against Mr. Elgindy
and unnamed "doc" defendants.  In the amended complaint,  the Complaint outlines
causes of action against Mr. Elgindy for fraud, deceptive trade practices, trade
disparagement  and  interference  with prospective  contractual  and/or economic
advantage.  In the prayer for relief in the amended  complaint the Company seeks
an award of general  and  specific  damages in an amount in excess of $75,000 as
well as an award of punitive damages and its costs and attorney fees.

         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 Complaint  alleges breach of contract and
breach of the covenant of good faith and fair dealing against all defendants. In
that regard,  the  Complaint  alleges  that  defendants  breached an  employment
agreement between the Company and Mr. Cullen.  The complaint alleges damages "in
excess of  $100,000"  and the prayer for relief  seeks a  judgement  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.

                                       8
<PAGE>


         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 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 letter to the  Company  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
letter to Mr. Gunnerman alleges  violations of Section  5(a),5(c),  and 17(a) of
the  Securities  Act of 1934 and Section 10(b) of the Securities Act of 1934 and
Rule10b-5  and Rule 101 under  Regulation M thereunder.  The letters  invite the
Company and Mr.  Gunnerman to submit written  statements  concerning the staff's
allegations.  Such written statements are generally as known as "Wells Committee
Submissions."  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.

         On or about  April 12,  2002,  the Salt Lake City,  Utah  office of the
Securities and Exchange Commission sent a letter to Alexander H. Walker, Jr., an
officer  and  director of the  Company.  The letter  also was  addressed  to the
Company's transfer agent. In this letter, the staff of the Salt Lake City branch
indicated  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 Mr. Walker and the
transfer  agent  as  defendants.   The  letter  alleges  violations  of  various
provisions of the  Securities Act of 1934 and the Securities Act of 1934 and the
Rules thereunder. The letter invites Mr. Walker and the Company's transfer agent
to submit written statements  concerning the staff's  allegations.  Such written
statements are generally known as "Wells Committee  Submissions." Mr. Walker and
the Company's  transfer agent deny the allegations  made by staff in the letters
and have retained counsel to defend against the allegations made.

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

                                       9
<PAGE>



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.

         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

                                       10
<PAGE>


                  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 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.

         On February  21,  2001,  the company  issued  400,000  shares 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 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's treasury.

         On April 11, 2001, the Company issued 24,750 shares 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


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<PAGE>

                  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

         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.

         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's treasury.

         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 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.

         On  November  8, 2001,  the Company  issued  4,000,000  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.


                                      12
<PAGE>

Item 3.  Defaults Upon Senior Securities.

         None.

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

No matter was submitted to a Vote of the securities holders in the first quarter
of 2002.

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.  The  information  disclosed  in that Form 8-K is
incorporated herein by this reference.

In Accordance  with the  requirement of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Dated: May 15, 2002.                     SULPHCO, INC.

                                         /s/ Rudolph W. Gunnerman
                                         --------------------------
                                         By: Rudolph W. Gunnerman
                                         Its:Chairman of the Board


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