UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB/A

Amendment No. 5

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the quarterly period ended March 31, 2004.

oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Forthe 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: 50,820,083 shares of common stock issued and outstanding as of April 30, 2004.

Transitional Small Business Disclosure Format: YesoNo x

---



EXPLANATORY NOTE

SulphCo, Inc. (the Company) is filing this Amendment No. 5 to Form 10-QSB/A (Amendment
No. 5) to amend its Quarterly Report on Form 10-QSB for the period ended March 31, 2004 (the
Original Filing) filed on May 17, 2004 with the Securities and Exchange Commission (SEC),
as amended by Amendment No. 1 filed with the SEC on June 14, 2004 (Amendment No. 1),
Amendment No. 2 filed with the SEC on July 1, 2004, Amendment No. 3 filed with the SEC on November
23, 2004, and Amendment No. 4 filed with the SEC on January 24, 2005, in order to (i) refile in its
entirety Part I - Item 1. Financial Statements to amend its unaudited financial statements
for the periods ended March 31, 2004, and March 31, 2003, (ii) refile Part II - Item 6. Exhibits
and Reports on Form 8-K in its entirety to reflect the new certifications of our Chief Executive
Officer and Chief Financial Officer included with this Amendment No. 5 as Exhibits 31.1 and 31.2,
respectively; and (ii) to include new Exhibits 31.1, 31.2 and 32.1.

The
Company is amending the financial statements included in this report due to a restatement of the
financial statements for the year ended December 31, 2003. The amendment results in a change in Net
Loss for the periods ended March 31, 2004, and March 31, 2003, from the Net Loss previously reported
in the Original Filing as amended. There were no other material changes from the financial statements
filed with the Original Filing as previously amended.

This Amendment does not amend any other information previously filed in the Original Filing as amended
by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4. The Original Filing as
amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 is hereby superseded
and amended with respect to the section and Exhibits set forth in this Amendment No. 5.

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SULPHCO, INC. 
(A Company in the Development Stage)BALANCE SHEET
 March 31, 2004
(unaudited)

|                                                                             |  |  | March 31, 2004 |            
|---------------------------------------------------------------------------- |  |  | -------------- | -----------
|                                                                             |  | 
|Current Assets :                                                             |  |  |                |            
|Cash and cash equivalents                                                    |  |  | $              | 330,855    
|Accounts receivable                                                          |  |  |                | 15,273     
|Prepaid expenses                                                             |  |  |                | 3,262      
|                                                                             |  | 
|                                                                             |  | 
|Total current assets                                                         |  |  |                | 349,390    
|                                                                             |  | 
|Fixed Assets                                                                 |  | 
|Property and equipment, net                                                  |  |  |                | 175,133    
|Inventory                                                                    |  |  |                | 535,600    
|                                                                             |  | 
|                                                                             |  | 
|Total fixed assets                                                           |  |  |                | 710,733    
|                                                                             |  | 
|Other Assets                                                                 |  | 
|Deferred tax asset (net of valuation allowance of $6,590,229)                |  |  |                |           
|Deposits                                                                     |  |  |                | 36,822     
|                                                                             |  | 
|Total other assets                                                           |  |  |                | 36,822     
|                                                                             |  | 
|Total assets                                                                 |  |  | $              | 1,096,945  
|                                                                             |  | 
|Current Liabilities                                                          |  | 
|Accounts payable                                                             |  |  | $              | 41,239     
|Accrued liabilities                                                          |  |  |                | 51,874     
|Related party notes payable                                                  |  |  |                | 1,000,000  
|                                                                             |  | 
|                                                                             |  | 
|Total current liabilities                                                    |  |  |                | 1,093,113  
|                                                                             |  | 
|Commitment and Contingencies                                                 |  |  |                |           
|                                                                             |  | 
|                                                                             |  | 
|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) 50,820,083    |  |  |                |            
|shares issued and outstanding at March 31, 2004                              |  |  |                | 50,820     
|Paid in capital                                                              |  |  |                | 19,847,739 
|Expenses paid by common stock                                                |  |  |                | (222,000   
|Stock subscription receivable                                                |  |  |                | (812,000   
|Deficit accumulated during the development stage                             |  |  |                | (18,860,727
|                                                                             |  | 
|                                                                             |  | 
|Total stockholders equity                                                   |  |  |                | 3,832      
|                                                                             |  | 
|                                                                             |  | 
|Total liabilities and equity                                                 |  |  | $              | 1,096,945  
|                                                                             |  | 

The Accompanying Notes are an Integral Part of the Financial Statements

---



SULPHCO, INC. 
(A Company in the Development Stage)STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2004 and 2003 
(unaudited)

|                                                |  |      | Inception
       to date |             | Three Months Ended
March 31 |  
|----------------------------------------------- |  | ---- | ------------------------ | ----------- | --------------------------- | -
|2004                                            |  | 2003
|                                                |  |      |                          |             |                             |  
|Revenue                                         |  |      |                          |             |                             |  
|Sales                                           |  |      | $                        | 42,967      |                             | $
|Interest income                                 |  |      |                          | 39,309      |                             |  
|                                                |  |      |                          |             |                             |  
|                                                |  |      |                          |             |                             |  
|Total revenue                                   |  |      |                          | 82,276      |                             |  
|                                                |  |     
|Expenses                                        |  |      |                          |             |                             |  
|Salary and wage expense                         |  |      |                          | (7,698,711  | )                           |  
|Directors expense                               |  |      |                          | (195,500    | )                           |  
|General and administrative expenses             |  |      |                          | (8,750,418  | )                           |  
|Research and development expenses               |  |      |                          | (1,337,623  | )                           |  
|Loss on disposal of asset                       |  |      |                          | (221,711    | )                           |  
|Depreciation                                    |  |      |                          | (613,029    | )                           |  
|                                                |  |      |                          |             |                             |  
|                                                |  |      |                          |             |                             |  
|Total operating expenses                        |  |      |                          | (18,816,992 | )                           |  
|                                                |  |      |                          |             |                             |  
|                                                |  |      |                          |             |                             |  
|Loss from operations                            |  |      |                          | (18,734,716 | )                           |  
|                                                |  |      |                          |             |                             |  
|Interest expense                                |  |      |                          | (126,011    | )                           |  
|                                                |  |      |                          |             |                             |  
|                                                |  |      |                          |             |                             |  
|Net loss before taxes                           |  |      |                          | (18,860,727 | )                           |  
|                                                |  |      |                          |             |                             |  
|Income tax benefit                              |  |      |                          |            |                             |  
|                                                |  |      |                          |             |                             |  
|                                                |  |      |                          |             |                             |  
|Net loss                                        |  |      | $                        | (18,860,727 | )                           | $
|                                                |  |      |                          |             |                             |  
|                                                |  |      |                         
|                                                |  |      |                          |             |                             |  
|Loss per common share                           |  |      | $                        | (0.60       | )                           | $
|                                                |  |      |                          |             |                             |  
|                                                |  |     
|Weighted average shares basic and fully diluted |  |      |                          | 32,114,974  |                             |  
|                                                |  |      |                          |             |                             |  

The Accompanying Notes are an Integral Part of the Financial Statements

---



SULPHCO, INC. 
(A Company in the Development Stage)STATEMENTS OF CASH FLOWS
 For the Three Months Ended March 31, 2004
(unaudited)

|                                                      |  |      | Inception
    to date |             | Three Months Ended
    March 31 |  
|----------------------------------------------------- |  | ---- | --------------------- | ----------- | ------------------------------- | -
|2004                                                  |  | 2003
|                                                      |  |      |                       |             |                                 |  
|Cash Flows From Operating Activities                  |  |      |                       |             |                                 |  
|Net loss                                              |  |      | $                     | (18,860,727 | )                               | $
|Adjustments to reconcile net loss to cash used        |  |      |                       |             |                                 |  
|in operating activities:                              |  |     
|                                                      |  |     
|Depreciation & amortization                           |  |      |                       | 613,029     |                                 |  
|Shares issued for services                            |  |      |                       | 5,394,818   |                                 |  
|Shares issued for interest expense                    |  |      |                       | 74,000      |                                 |  
|Shares subscribed for services                        |  |      |                       | 21,000      |                                 |  
|Loss on disposal of subsidiary                        |  |      |                       | 221,177     |                                
|Increase in allowance for doubtful account            |  |      |                       | 15,142      |                                 |  
|Increase in accounts receivable                       |  |      |                       | (15,142     | )                               |  
|Increase in spare parts inventory                     |  |      |                       | (101,606    | )                              
|Decrease in related party receivable                  |  |      |                       | 1,359,185   |                                 |  
|Increase in work in progress                          |  |      |                       | (583,470    | )                              
|(Increase) decrease in prepaid expenses               |  |      |                       | (1,761      | )                               |  
|                                                      |  |      |                      
|Decrease in accounts payable                          |  |      |                       | (9,726      | )                               |  
|                                                      |  |      |                      
|Increase in accrued expenses                          |  |      |                       | 101,847     |                                 |  
|                                                      |  |      |                      
|Decrease in legal settlement                          |  |      |                       |            |                                 |  
|                                                      |  |      |                       |             |                                 |  
|                                                      |  |      |                      
|Net cash used in operating activities                 |  |      |                       | (11,772,234 | )                               |  
|                                                      |  |     
|Cash Flows From Investing Activities                  |  |     
|Purchase of property and equip                        |  |      |                       | (260,512    | )                               |  
|Investment in subsidiary                              |  |      |                       | (220,086    | )                               |  
|Payment of deposit                                    |  |      |                       | (36,822     | )                               |  
|Development of intangible assets                      |  |      |                       | (15,843     | )                               |  
|                                                      |  |      |                       |             |                                 |  
|Net cash used in investing activities                 |  |      |                       | (533,263    | )                               |  
|                                                      |  |     
|Cash Flows from Financing Activities                  |  |     
|Proceeds from issuance of stock                       |  |      |                       | 6,890,200   |                                 |  
|Proceeds from stock subscription                      |  |      |                       | 4,571,237   |                                 |  
|Proceeds from issuance of related party notes payable |  |      |                       | 3,750,000   |                                 |  
|Proceeds from issuance of line of credit              |  |      |                       | 750,000     |                                 |  
|Return on capital                                     |  |      |                       | (118,427    | )                               |  
|Principal payments on related party notes payable     |  |      |                       | (250,000    | )                               |  
|Payments on contract payable                          |  |      |                       |            |                                 |  
|Principal payments on line of credit                  |  |      |                       | (750,000    | )                               |  
|Principle payments on advance from related party      |  |      |                       | (2,191,285  | )                               |  
|                                                      |  |      |                       |             |                                 |  
|Net cash provided by financing activities             |  |      |                       | 12,651,725  |                                 |  
|                                                      |  |      |                       |             |                                 |  
|Net increase (decrease) in cash and cash equivalents  |  |      |                       | 346,228     |                                 |  
|Cash and cash equivalents at beginning of period      |  |      |                       |            |                                 |  
|                                                      |  |      |                       |             |                                 |  
|Cash and cash equivalents at end of period            |  |      | $                     | 346,228     |                                 | $
|                                                      |  |      |                       |             |                                 |  

Supplemental Information and non cash transactions

During the three months ended March 31, 2004, and 2003, the Company paid $80,000 and $9,676 in interest, respectively, TheCompany paid no income taxes during the three months ended March 31, 2004, and 2003.

In January 2004, the Company issued one million shares of its common stock for interest expense of $74,000 and $222,000 of  prepaid interest.

In March 2004, the Company subscribed fifty thousand shares of its common stock for services to a director.

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
  March 31, 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. | Prepaid Expenses                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                            
|   | Prepaid expenses include prepaid interest of $222,000. One million common shares were issued in lieu
of interest for two loans totaling $1,000,000. The prepaid interest is amortized over one year (the
life of the loan).

|3. | 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.
|   |                                                                                                                                                     
|   | The CEO was paid consulting fees of $75,000 during the quarter, under an employment contract. The agreement
is set to terminate on July 1, 2004.    

---



SULPHCO, INC. (A Company in the Development Stage)NOTES TO THE INTERIM FINANCIAL STATEMENTS
    March 31, 2004 (unaudited)

| | The Company had outstanding at March 31, 2004, a $500,000 note due to a related party, as well as a
$500,000 note payable to the CEO. Both of these loans had interest rates of 29.5% (percent).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                 
| | In January 2004, the Company issued 500,000 shares to each related party in lieu of interest
on these notes.                                                                                    

|4. | Capital Stock                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                     
|   | In January 2004, one million subscribed common shares were issued for interest expense during the quarter
of $74,000 and prepaid interest of $222,000. (See Note 3).
|   |                                                                                                                                                                     
|   | Also in January 2004, one hundred thousand 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.                                       

|5. | 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.                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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SULPHCO, INC. 
  (A Company in the Development Stage)NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2004 
(unaudited)

| | There are various claims and lawsuits pending against the Company arising in the normal course of the
Companys business. Although the amount of liability at March 31, 2004, cannot be ascertained,
management is of the opinion that any resulting liability will not materially affect the Companys
financial position.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                            
| | In January 2004 the Company filed suit for the remittance of $737,000, the balance of the stock subscription
that is in dispute.                                                                                                                                                                                           

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In June 2004, the Company entered into two private placements. The first private placement was to sell
2,978,333 units. The units consist of 2,978,333 shares of common stock at $0.90 per share, warrants
exercisable at $1.125 per share for 1,073,217 shares of common stock, and additional investment rights
entitling the purchaser to purchase up to 6,132,667 shares of common stock at a purchase price of
$0.90, and a warrant to purchase up to 2,146,433 shares at $1.125 per share. The second private placement
was to sell 2,030,960 units. The units consist of 2,030,960 shares of common stock at $1.25 per share,
warrants exercisable at $1.5625 per share for 731,846 shares of common stock, and additional investment
rights entitling the purchaser to purchase up to 2,090,989 shares of common stock at $1.25 per share
and a warrant to purchase up to 1,463,692 shares at $1.5625 per share.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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

(a) Exhibits.

|*        | Exhibit 16.1 - Letter from Forbush and Associates to the U.S. Securities and Exchange Commission dated May 14, 2004.                         
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                              
|         | 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.
|         |                                                                                                                                              
|
|        

|*   | Incorporated by reference from the Companys Form 10-QSB for the quarter ended March 31, 2004,
as filed with the SEC on May 17, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                      
|(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:  February 8, 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)
|                         |                                             

---