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


                                  FORM 10-QSB/A


[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 For the quarterly period ended March 31, 2001.

[ ]      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)

                                 FilmWorld, Inc.
               50 West Liberty Street, Suite 880, Reno, NV, 90502
       ------------------------------------------------------------------
          (Issuer's former name and address on last filed Form 10-QSB)

Number of shares  outstanding of each of the issuer's  classes of common equity,
as of the latest practicable date:  23,287,550 shares of Common stock issued and
outstanding as of May 14, 2001.

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

                                       1
<PAGE>

                                     PART I

Item 1.  Financial Statements.




                                FILMWORLD, INC.
                              Financial Statements
                                 March 31, 2001



<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                                                      Consolidated Balance Sheet

                                                                  March 31, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

         Assets
         ------
<S>                                                                   <C>
Current assets:
     Cash and cash equivalents                                        $ 1,023,139
     Other receivables                                                     21,885
                                                                      -----------

              Total current assets                                      1,045,024

Property and equipment, net                                               540,715
Patent costs, net                                                         854,712
                                                                      -----------

                                                                      $ 2,440,451
                                                                      ===========


         Liabilities and Stockholders' Equity
         ------------------------------------

Current liabilities:
     Accounts payable                                                 $   152,282
     Accrued liabilities                                                   47,072
     Deposit                                                              210,000
     Contract payable                                                     115,000
                                                                      -----------

              Total current liabilities                                   524,354

Commitments and contingencies                                                --

Stockholders' equity:
     Preferred stock: 10,000,000 shares authorized $.001 par value,
       none issued                                                           --
     Common stock: 100,000,000 shares authorized of no par value,
       23,532,800 shares issued and outstanding                         4,626,099
     Deficit accumulated during the development stage                  (2,710,002)
                                                                      -----------

              Total stockholders' equity                                1,916,097
                                                                      -----------

                                                                      $ 2,440,451
                                                                      ===========
</TABLE>




--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

                                       F-1

<PAGE>


                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                                            Consolidated Statement of Operations

                                     Three Months Ended March 31, 2001 and 2000,
                     And The Period From January 13, 1999 (Date of Inception) to
                                             March 31, 2001 (Cumulative Amounts)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                      Cumulative
                                          2001           2000           Amounts
                                     ------------    ------------    ------------
<S>                                  <C>             <C>             <C>
Revenue                                        $-              $-              $-

Operating expenses:
     Depreciation                          32,000           1,737          53,171
     General and administrative         1,101,647              85       2,298,456
     Research and development              83,160         100,308         358,375
                                     ------------    ------------    ------------

                                        1,216,807         102,130       2,710,002
                                     ------------    ------------    ------------

              Loss from operations     (1,216,807)       (102,130)     (2,710,002)
                                     ------------    ------------    ------------

Income tax benefit:                          --              --              --
                                     ------------    ------------    ------------

              Net loss               $ (1,216,807)   $   (102,130)   $ (2,710,002)
                                     ============    ============    ============

Loss per common share -
     basic and diluted               $       (.06)   $       (.01)
                                     ============    ============

Weighted average shares -
     basic and fully diluted           22,037,000      20,000,000
                                     ============    ============
</TABLE>


--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

                                       F-2

<PAGE>


                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                                            Consolidated Statement of Cash Flows

                                     Three Months Ended March 31, 2001 and 2000,
                     And The Period From January 13, 1999 (Date of Inception) to
                                             March 31, 2001 (Cumulative Amounts)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                       Cumulative
                                                             2001           2000         Amounts
                                                         -----------    -----------    -----------
<S>                                                      <C>            <C>            <C>
Cash flows from operating activities:
Net loss                                                 $(1,216,807)   $  (102,130)   $(2,710,002)
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
   Depreciation and amortization                              32,000          1,737         53,171
   Issuance of stock options                                 775,000           --        1,789,800
   Stock issued for services                                 138,931           --          138,931
   (Increase) decrease in:
     Accounts receivable                                      (3,450)          --          (21,885)
   Increase (decrease) in:
     Accounts payable                                        133,528           --          152,282
     Deposits                                                210,000           --          210,000
     Accrued liabilities                                      13,643           --           47,072
                                                         -----------    -----------    -----------

         Net cash used in
         operating activities                                 82,845       (100,393)      (340,631)
                                                         -----------    -----------    -----------

Cash flows from investing activities:
   Purchase of property and equipment                       (181,216)          --         (231,555)
   Payments made to develop intangible assets                   --             --          (15,843)
                                                         -----------    -----------    -----------

         Net cash used in
         investing activities                               (181,216)          --         (247,398)
                                                         -----------    -----------    -----------

Cash flows from financing activities:
   Proceeds from issuance of stock                         1,000,000           --        1,167,000
   Capital contributions                                        --          100,000        579,168
   Stock subscriptions                                       208,500           --             --
   Payments on contract payable                              (85,000)          --         (135,000)
   Proceeds from related party advance                          --             --          100,000
   Payments on related party advance                        (100,000)          --         (100,000)
                                                         -----------    -----------    -----------

         Net cash provided by
         financing activities                              1,023,500        100,000      1,611,168
                                                         -----------    -----------    -----------

Net increase (decrease) in cash and cash equivalents         925,129           (393)     1,023,139

Cash and cash equivalents at beginning of period              98,010          1,526           --
                                                         -----------    -----------    -----------

Cash and cash equivalents at end of period               $ 1,023,139    $     1,133    $ 1,023,139
                                                         -----------    -----------    -----------
</TABLE>


--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

                                       F-3

<PAGE>


                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                             Notes to Consolidated Combined Financial Statements

                                                      December 31, 2000 and 1999
--------------------------------------------------------------------------------

1.       Statement Preparation

The Company has  prepared the  accompanying  financial  statements  with interim
financial  reporting  requirements  promulgated  by the  Securities and Exchange
Commission. The information furnished reflects all adjustments which are, in the
opinion of management,  necessary for a fair presentation of financial  position
and results of operations.


Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  It is suggested that these condensed  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto  included in the  Company's  December  31,  2000  Annual  Report on Form
10-KSB.  The results of  operations  for the period ended March 31, 2001 are not
necessarily indicative of the operating results for the full year.


2.       Earnings Per Share

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


3.       Supplemental Disclosure of Cash Flow Information

During the three months ended March 31, 2001, the Company:

    o    Acquired patent rights through the issuance of 292,800 shares  of stock
         in the amount of $838,869.


Actual amounts paid for interest and income taxes are as follows:


                                              Periods Ended March 31,
                                        -----------------------------------
                                               2001             2000
                                        -----------------------------------

Interest                                $          -      $          -
                                        -----------------------------------

Income taxes                            $          -      $          -
                                        -----------------------------------





--------------------------------------------------------------------------------
                                       F-4

<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.       Completion of Reorganization

         During the first quarter of 2001,  the Company  completed its change in
business focus from the  entertainment  industry to its participation in the oil
refining  industry.  In this regard,  the  Company's  name has been changed from
FilmWorld,  Inc. to  SulphCo.,  Inc. As of the filing of this Form  10-QSB,  the
Company's  shares are traded on the Over the  Counter  Bulletin  Board under the
symbol SLPH.

         Management is attempting to obtain a listing for the Company  shares on
the American Stock Exchange. In order to obtain such a listing, the Company must
meet certain  eligibility  requirements  set by that  exchange.  The Company has
filed an  application  for such a  listing,  but as of the  filing  of this Form
10-QSB the Company's shares remain listed on the Over the Counter Bulletin Board
only.

2.       Business Plans

         During the remainder of 2001, the Company  intends,  with its marketing
partner to  formalize  it  business  relationships  with third  parties  for the
completion of an industrial design for the Company's proprietary technology. Due
diligence being performed by two such third parties has been completed.  At that
point the Company  intends to move forward with the design of  industrial  units
and  plans to be in a  position  to  produce  a test  unit for Beta  testing  by
Sinclair Oil Company  before the end of September  2001.  Thereafter the Company
intends to make appropriate changes to the design of the industrial units as may
be prudent given the results of the Beta testing. The Company plans call for the
marketing and sale of the industrial units before the end of 2001.

                                       2
<PAGE>

         The Company will market a completed design for industrial units through
its business  relationship  with third parties who  participate in the design of
the units.  In this  regard,  the  Company's  plans on  formalizing  a long-term
relationship with Bechtel,  Inc., a  well-established  company in the world-wide
markets for the location, extraction, transportation and refinement of petroleum
products.

         The Company  estimates that its operating  expenses for 2001 will be as
follows:

                           Wages                             $  831,000
                           R & D                             $  300,000
                           Outside Serv.                     $   93,000
                           G & A                             $  494,000
                           Depreciation                      $   24,000
                           Total                             $1,742,000

         The Company  intends to fund  operations  with cash  generated from the
private  sales of the  Company's  common stock near the end of 2000 and in early
2001.  Such  sales have  generated  $2,300,000  in cash and such cash  should be
sufficient to meet the Company's operating needs for the next 12 months.

         The time  frames set forth above may be  adversely  affected by factors
such as unforeseen  delays in the design of the Beta testing unit and unforeseen
problems which are discovered when the Beta unit is tested.

         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.

         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  a working
relationship with Bechtel,  Inc. or other third-party in connection with design,
development,  testing  and  eventual  marketing  of  industrial  units  for  the
proprietary technology would have not only impact on the timing of the Company's
business plan and could entirely disrupt such plans and prevent the Company from
bringing the proprietary technology to market.

3. Research and Development.

         The Company will continue its research and  development  program during
2001 in order to facilitate the development of the design and  manufacturing  of
industrial units which embody the Company's proprietary  technology.  Management
anticipates  that its  research  and  development  costs  will be  approximately
$300,000 in 2001. As stated above, the Company will pay for said costs with cash
it has received from the private sale of its common stock.

                                       3
<PAGE>

4. Facilities and Personnel.

         In late  February and early March of 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  expect to employee  approximately  12 people at any one time as part of
its business  plans for 2001,  though the Company may  experience an increase or
decrease  in that  number as its  needs  require  and as is  normal  in  general
business operations.

5. Change in G & A Expense

         At the end of the first  quarter of 2001,  the  Company's  general  and
administrative  expense totaled $1,101,647.  This was significantly  higher than
the Company's  general and  administrative  expense for the same period in 2000.
Nearly all of this  increase  constitutes  expense the  Company has  incurred in
connection  with options the Company has issued to officers and directors.  Such
expense is the result the  difference  between the market price of the Company's
stock at the time the  options  were  issued and the option  price of the shares
available  pursuant to the  options.  The  difference  between  option price and
market  price at the time the  options  were  issued is booked as a general  and
administrative expense to the Company.

                                    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  will  have a  materially  adverse  effect  upon the
Company's financial condition or operation, except as follows:

         On or about November 4, 1999, the Kidani Trust, Clarence E. Jackson and
Robert H. Nakata  filed a complaint in the Circuit  Court of the First  Circuit,
State of Hawaii naming themselves as plaintiffs and Daniel  Patterson,  Kathleen
Patterson and American Pacific Financial  Services,  Inc.("APFS") as defendants.
The  action  is  listed  as  civil  number  99-4110-11  in that  court.  In that
complaint,  plaintiffs allege that the Patterson  solicited money from plaintiff
for  investment  in a company  named Blue  Parrot.  Plaintiffs  allege that Blue
Parrot is "an unincorporated related company to APFS." Plaintiff claim that they
gave the  Patterson  $160,000  and  that  the Mr.  Patterson  later  executed  a
promissory  note in favor of  plaintiffs  in the amount of $140,000.  Plaintiffs
claim  that  Mr.  Patterson  executed  that  promissory  note as "CEO of  APFS."
Plaintiffs  seek to  collect  on that note  against  all  defendants.  Plaintiff
complaint  lists  counts  for  breach  of  contract,   securities  fraud,  civil
conspiracy and unfair  business  practices.  Plaintiffs'  complaint prays for an
award of  "special,  consequential,  general and punitive  damages,  plus treble
damages pursuant to Chapter 480 of the Hawaii Revised Statutes, plus their costs
and attorneys  fees. Mr.  Patterson did not make management of the Company aware
of the existence of this complaint.

         Plaintiffs  obtained a default judgment against  defendants on or about
May 12, 2000. After the Company became aware of the action, it filed a motion in
this action to have the default  judgment set aside.  That motion was granted on
or about September 11, 2000.

         The  parties  to  this   litigation   have  entered   into   settlement
negotiations and discovery has been put on hold pending those negotiations.

         The Company is confident  that it faces no serious  exposure  from this
litigation now that the default judgment has been set aside. Plaintiffs have not
produced  the  original  of any signed  promissory  note.  Further,  the Company

                                       4
<PAGE>

contends that plaintiffs gave the Company no  consideration  for any note signed
by Mr.  Patterson.  It appears  that  plaintiffs  invested in a venture with the
Pattersons  that did not involve  the  Company.  Plaintiff  now seek to have the
Company pay for plaintiffs' bad investment with the Pattersons.

         In any event,  the  Company in a party to  indemnity  agreements  which
would cover any exposure the Company  faces from this  litigation.  Accordingly,
this litigation will not impact upon the Company's operations.

Item 2.  Changes in Securities.

         (a) Recent Sales of Common Shares.

         During the first quarter of 2001,  the Company  issuance  shares of its
common stock as follows:

         On February 14, 2001,  the Company  issued 292,800 shares of its common
stock  to  Erika  Herrmann  in   consideration   for  the  transfer  of  certain
intellectual  property  rights to the Company.  Such shares were valued at $2.86
per share.  Such shares were issued pursuant to the exemption from  registration
under Section 4(2) of the  Securities Act of 1933, as amended.  The  certificate
representing such shares bears an appropriate  restrictive  legend regarding the
resale of the sales.

         On February 21, 2001,  the Company  issued 400,000 shares of its common
stock  to  Sutton  Ventures  Group.  50,000  of  these  shares  were  issued  in
consideration  of  Joseph  Sutton  agreement  to join  the  Company's  board  of
directors.  These shares were valued at $2.85 per share. 350,000 of these shares
were  issued  inconsideration  for cash from Mr.  Sutton.  In this  regard,  the
Company received $1,000,000 from Mr. Sutton. Such shares were issued pursuant to
the exemption  from  registration  under Section 4(2) of the  Securities  Act of
1933, as amended. The certificate  representing such shares bears an appropriate
restrictive legend regarding the resale of the sales.

                                       5
<PAGE>

         (b) Recent Sales of Options to Purchase Common Shares.

         During the first quarter of 2001,  the Company sold options to purchase
shares of its common stock as follows:

         On  February  21,  2001,  the Board of  Directors  passed a  resolution
approving  the sale of the various  options to purchase  shares of the Company's
common stock. The terms of such options are summarized as follows:

Name of Optionee       No. of Option Shares      Price    Term
----------------       --------------------      -----    ----

Erika Herrmann         100,000                   $1.50    2 yrs from 12/28/00
Todd Orme              50,000                    $1.50    2 yrs from 12/28/00
Steve Ligon            50,000                    $1.50    2 yrs from 12/28/00
Ron Govind             50,000                    $1.50    2 yrs from 12/28/00
Loren Kalmen           25,000                    $1.50    2 yrs from 12/28/00
Paul Neilson           100,000                   $0.50    1 yr from 2/14/01
Dr. Henry Heines       50,000                    $1.50    2 yrs from 1/16/01


Item 3.  Defaults Upon Senior Securities.

         None.

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

         In March of 2001, the Company  solicited  proxies from its shareholders
in connection  with the Company's  annual  meeting of the  shareholders  held on
April 9, 2001.  The Company  filed  proxy  materials  on  Schedule  14A with the
Commission in this regard on March 26, 2001.

         An  annual  meeting  of the  Company's  stockholders  was  held  at the
Company's principal offices in Reno, Nevada on April 9, 2001.  20,338,512 shares
of the Company's  22,712,800 issued and outstanding shares participated by proxy
at the annual meeting. At that meeting, the shareholders:

         1.  elected directors;

         2.  approved  a  merger  between  the  Company  and  its   wholly-owned
             subsidiary, and,

         3.  ratified the board selection of the Company's independent auditors.

         (a)   Election of Directors

         In its proxy statement,  the Company's management proposed the election
of the  following  individuals  to serve as directors  for a period of year,  or
until their successors are duly elected and appointed:

                                       6
<PAGE>

                  Dr. Rudolph Gunnerman
                  Dr. Mark T. Cullen
                  Joseph W. Sutton
                  Alexander H. Walker, Jr.
                  Harry Holman

         The  shareholders  elected these  individuals  at the annual meeting on
April 9, 2001. In this regard, the shareholders voted as follows:

                                              Votes Cast
Nominee                     For               Against         Abstained
-------                     ---               -------         ---------

Dr. Rudolph Gunnerman       20,338,512        0                      0
Dr. Mark T. Cullen          20,338,512        0                      0
Joseph W. Sutton            20,338,512        0                      0
Alexander H. Walker, Jr.    20,338,512        0                      0
Harry Holman                20,338,512        0                      0

         (b)   Merger with Subsidiary.

         In its proxy statement,  the Company's management asked the shareholder
to  approve  a  merger  between  the  Company  and  the  Company's  wholly-owned
subsidiary. The Company proposed to merge its wholly-owned subsidiary GRD, Inc.,
doing business as SulphCo,  Inc., into the Company and change the corporate name
to SulphCo,  in order to more  clearly  reflect the business  operations  of the
Company.  The terms of the merger provide that the Company will be the surviving
entity and that the Company's  name will be changed to SulphCo,  Inc.  Under the
terms of the merger, the shares of GRD, Inc.'s common stock owned by the Company
would be retired and no additional shares of the Company's common stock would be
issued as part of the merger.

         The shareholder approved the merger by the following vote:

Votes cast for:  20,338,512

Votes cast against: 0

Voted abstaining: 0

         (c)   Ratification of Selection of Independent Auditor.

         In its proxy statement,  the Company's management asked the shareholder
to  approve  the Board of  Directors'  selection  of the  Company's  independent
auditor.  Such  approval was not  required in  connection  with that  selection,
nonetheless, management sought shareholder approval and stated that the Board of
Directors  would  reconsider  its  selection  if it  was  not  approved  by  the
shareholders.

                                       7
<PAGE>

         The shareholders approved the Board's selection by the following vote:

Votes cast for:  20,338,512

Votes cast against: 0

Voted abstaining: 0

Item 5.  Other Information.

         None.

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

         (a) Exhibits.

         (b) Reports on Form 8-K.

         During  the first  quarter of 2001,  the  Company  filed the  following
reports on Form 8-K:

         Form 8-K/A filed  February 14, 2001.  The  Company's  February 14, 2001
Form 8-K/A amended the Company's Form 8-K filed on December 19, 2000.  Item 7 of
the February  filing  contains  applicable  financial  statement  information in
connection  with the  change  in the  control  of the  Company  reported  in the
December 19, 2000 Form 8-K.

         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.

June 7, 2001                      SULPHCO, INC.

                                  /s/ Dr. Mark T. Cullen
                                  ------------------------------
                                  By: Dr. Mark T. Cullen
                                  Its: President

                                       8
<PAGE>