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


                                   FORM 10-QSB
                                 Amendment No,1

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



Number of shares  outstanding of each of the issuer's  classes of common equity,
as of the latest practicable date:  34,598,550 shares of Common stock issued and
outstanding as of July 9, 2001.

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

                                       1
<PAGE>

Item 1.  Financial Statements.



                                  SULPHCO, INC.
                          (A Development Stage Company)
                    (Formerly FilmWorld, Inc. and Subsidiary)

                                     PART 1
                                     Item 1
                              Financial Statements
                                  June 30, 2001

         Balance Sheet - Assets
         Balance Sheet - Liabilities and Stockholders' Equity
         Statement of Operations
         Statement of Cash Flows
         Notes to the Financial Statements


                                      F-1
<PAGE>

                                  SULPHCO, INC.
                          (A Development Stage Company)
                    (Formerly FilmWorld, Inc. and Subsidiary)

                                 BALANCE SHEETS

                                     ASSETS


                                                     June 30,   December 31,
                                                       2001         2000
                                                    ----------   ----------
Current Assets:
     Cash and cash equivalents                      $  469,634   $   98,010
     Stock subscription receivables                       --        208,500
     Related party receivable                        1,651,718         --
     Other receivables                                 341,234       18,435
     Prepaid insurance                                  17,100         --
                                                    ----------   ----------

             Total Current Assets                    2,479,686      324,945
                                                    ----------   ----------

Property, Plant, & Equipment:
     Machines and equipment                            568,628      393,613
     Furniture and fixtures                             25,111       19,057
     Leasehold improvements                              9,826            0
                                                    ----------   ----------
                                                       603,565      412,670
     Less: Accumulated depreciation                     61,181       21,171
                                                    ----------   ----------

                Total Property, Plant & Equipment      542,384      391,499
                                                    ----------   ----------

Other Assets
     Patent costs                                       15,843       15,843
                                                    ----------   ----------

          TOTAL ASSETS                              $3,037,913   $  732,287
                                                    ==========   ==========


                 See accompanying notes to financial statements

                                      F-2
<PAGE>

                                  SULPHCO, INC.
                          (A Development Stage Company)
                    (Formerly FilmWorld, Inc. and Subsidiary)

                           BALANCE SHEETS (CONTINUED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                  June 30,      December 31,
                                                                    2001            2000
                                                                ------------    ------------
Current Liabilities:
<S>                                                             <C>             <C>
     Accounts payable                                           $      9,899    $     18,754
     Accrued expenses                                                 45,763          33,429
     Short term note payable                                       1,000,000
      Contract payable - shareholder                                  40,000         200,000
     Note payable - shareholder                                         --           100,000
                                                                ------------    ------------

        Total Current Liabilities                                  1,095,662         352,183
                                                                ------------    ------------

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; 33,918,550 and 22,020,000 shares issued
        and outstanding at June 30, 2001 and December 31,
        2000, respectively                                        12,493,486       1,873,299
     Deficit accumulated during the development stage             (5,135,735)     (1,493,195)
                                                                ------------    ------------

        Subtotal                                                   7,357,751         380,104

     Common stock subscription receivables                        (5,415,500)           --
                                                                ------------    ------------


        Total Stockholders' Equity                                 1,942,251         380,104
                                                                ------------    ------------


        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $  3,037,913    $    732,287
                                                                ============    ============
</TABLE>


                 See accompanying notes to financial statements

                                      F-3
<PAGE>

                                                 SULPHCO, INC.
                                         (A Development Stage Company)
                                   (Formerly FilmWorld, Inc. and Subsidiary)

                                           STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                             Three Months Ended               Six Months Ended           Inception
                                          June 30,         June 30,        June 30,       June 30,           To
                                            2001             2000            2001           2000          06/30/01
                                        ------------    ------------    ------------    ------------    ------------
<S>                                     <C>             <C>             <C>             <C>             <C>
Revenue                                           $-              $-              $-              $-              $-
                                        ------------    ------------    ------------    ------------    ------------
Operating Expenses:
  Depreciation                                 8,010           1,737          40,010           3,474          61,181
  Issuance of stock and stock options        686,900            --         2,706,300            --         3,721,100
  General & administrative                   540,206              85         866,853             170       1,048,862
  Research and development                    21,242          25,000         104,402         125,308         379,617
                                        ------------    ------------    ------------    ------------    ------------

      Total Operating Expenses             1,256,358          26,822       3,717,565         128,952       5,210,760
                                        ------------    ------------    ------------    ------------    ------------

       Loss from Operations               (1,256,358)        (26,822)     (3,717,565)       (128,952)     (5,210,760)

Other Income (Expense):
   Interest Income                            75,025            --            75,025            --            75,025
   Income tax benefit                           --              --              --              --              --
                                        ------------    ------------    ------------    ------------    ------------

Net Loss                                $ (1,181,333)   $    (26,822)   $ (3,642,540)   $   (128,952)   $ (5,135,735)
                                        ============    ============    ============    ============    ============

Loss per Common Share -
      basic and diluted                 $      (0.04)   $      (0.00)   $      (0.15)   $      (0.01)
                                        ============    ============    ============    ============

Weighted average shares -
     basic and fully diluted              27,426,000      20,000,000      24,760,000      20,000,000
                                        ============    ============    ============    ============
</TABLE>


                                See accompanying notes to financial statements

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                                  SULPHCO, INC.
                          (A Development Stage Company)
                    (Formerly FilmWorld, Inc. and Subsidiary)

                            STATEMENTS OF CASH FLOWS

                                                                                     1/13/99
                                                            Six Months Ended      (Inception) to
                                                     June 30, 2001  June 30, 2000  June 30, 2001
                                                      -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>
Cash flows from operating activities:
Net Loss                                              $(3,642,540)   $  (128,952)   $(5,135,735)
Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
    Depreciation                                           40,010          3,474         61,181
    Issuance of stock and stock options                 2,706,300           --        3,721,100
    Stock issued for services and technology rights       715,320           --          715,320
    (Increase) Decrease in:
       Accounts receivable                                (40,799)          --          (59,234)
       Prepaid insurance                                  (17,100)          --          (17,100)
     Increase (Decrease) in:
         Accounts payable                                  (8,855)          --            9,899
         Accrued liabilities                               12,334           --           45,763
                                                      -----------    -----------    -----------
  Net cash provided by (used in)
     operating activities                                (235,330)      (125,478)      (658,806)
                                                      -----------    -----------    -----------

Cash flows from investing activities:
  Purchase of property and equipment                     (190,895)          --         (241,234)
  Payments made to develop intangible assets               (4,389)          --          (20,232)
  Loans to related party                               (2,000,000)          --       (2,000,000)
  Repayments from related party loans                     348,282           --          348,282
                                                      -----------    -----------    -----------
  Net cash provided by (used in)
    investment activities                              (1,847,002)          --       (1,913,184)
                                                      -----------    -----------    -----------

Cash flows from financing activities:
  Proceeds from issuance of stock                       1,505,456           --        1,672,456
  Proceeds from issuance of note payable                1,000,000           --        1,000,000
  Capital contributions                                      --          125,000        579,168
  Payments on stock subscription receivables              208,500           --             --
  Payment on contract payable                            (160,000)          --         (210,000)
  Proceeds from advance from related party                   --             --          100,000

  Payments on advance from related party                 (100,000)          --         (100,000)
                                                      -----------    -----------    -----------
Net cash provided by (used in)
        financing activities                            2,453,956        125,000      3,041,624
                                                      -----------    -----------    -----------

Net increase (decrease) in cash and cash
       equivalents                                        371,624           (478)       469,634
Cash and equivalents at beginning of period                98,010          1,526              0
                                                      -----------    -----------    -----------
Cash and equivalents at end of period                 $   469,634    $     1,048    $   469,634
                                                      ===========    ===========    ===========
</TABLE>


                 See accompanying notes to financial statements

                                      F-5
<PAGE>

                                  SULPHCO, INC.
                          (A Development Stage Company)
                    (Formerly FilmWorld, Inc. and Subsidiary)
                          NOTES TO FINANCIAL STATEMENTS
                       JUNE 30, 2001 AND DECEMBER 31, 2000


Note 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 accounting  principles generally accepted
in the United States 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 June 30,
2001 are not necessarily indicative of the operating results for the full year.



Note 2 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

During the six months ended June 30, 2001, the Company:

         Issued  100,000  shares of common stock for a  receivable  of $282,000,
         which was collected July 13, 2001.

         Options were  exercised for 9,981,000  shares of common stock for stock
         subscription receivables of $5,415,500.

No amounts were paid for interest or income taxes.



Note 3 - RELATED PARTY LOANS

Loans totaling  $2,000,000 were made to the majority  shareholder,  which accrue
interest at 8% per annum and are due upon demand.  At June 30, 2001, the balance
remaining is $1,651,718.


                                      F-6
<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  participation  in the oil
refining industry with a new patent process intended to significantly reduce the
sulfur content of refined  petroleum  product,  while  increasing the volume and
quality of refined  product from barrels of oil. 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.

2.       Business Plan

         During the remainder of this year, the Company  intends to continue its
efforts to obtain a marketing partner  established in the oil refining industry.
In this  regard,  the  Company is  pursuing  business  relationships  with third
parties for the  completion of an  industrial  designed unit using the Company's
proprietary  technology.  Due diligence  performed by two such third parties has
been completed.  However,  the Company has been unable to come to terms with one
of those  entities,  Bechtel,  Inc.,  which  would have been  agreeable  to both
parties as basis for a formal working relationship.

         At this point,  the Company is in the process of designing and building
a small  prototype  industrial  unit and plans to be in a position  to Beta test
this  unit  before  the end of this  year.  Thereafter,  the  Company  will make
appropriate  modifications and changes for full scale industrial units as may be
prudent given the results of the Beta testing.

         The Company intends to market a completed  design for industrial  units
through its business  relationship to be established with third parties who will
participate  in the custom  design of  individual  units.  In this  regard,  the
Company's  will  pursue  the  creation  of  a  long-term   relationship  with  a
well-established  company  actively  involved in the refining  and  marketing of
petroleum products.

         The  Company  estimates  that its  operating  expenses  (not  including
expenses  related to issuances of stock or stock  options,  totaling $ 2,706,300
through the first six months of 2001) for 2001 will be as follows:

                                       2
<PAGE>

                           Wages                             $  831,000
                           R & D                             $  300,000
                           Outside Serv.                     $   93,000
                           G & A                             $  494,000
                           Depreciation                      $   80,000
                           Total                             $1,898,000

Such  numbers are  estimates  and do not  include  any charges  related to stock
options that may or may not be granted  during the year.  Actual  figures likely
will vary as the Company's business develops.

         The Company  intends to fund  operations  with cash  generated from the
private sales of the  Company's  common stock 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 or problems,  which may be  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.

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
$430,000 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.

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 a minimal number of people at any one time as part of
its business plan for 2001. Although,  the Company may experience an increase or
decrease in number of employees as its needs require and as is normal in general
business operations.

5.       Change in Total Operating Expenses

         At the end of the  second  quarter  of 2001,  the  Company's  operating
expense totaled  $3,717,565.  This included $2,706,300 booked in connection with
the issuance of stock and stock options,  non-cash expenses the Company incurred
in  connection  with options  granted and issued to officers and  directors  and
stock  issued for  rights to  technology.  The  expense  for the  options is the
difference  between  the  market  price of the  Company's  stock at the time the
options were granted and the option  price of the shares  available  pursuant to
the options. The difference between the option price and the market price at the
time the options were  granted is booked as an item of operating  expense to the
Company.

                                       3
<PAGE>

         The General and  Administrative  expense was $866,853 at the end of the
second  quarter  of 2001 was  considerably  significantly  higher  than the same
period last year which did not have any business activity.


                                     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's 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's
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.

         This litigation has settled with no expense to the Company.

         On or about  June 22,  2001,  the  Company  brought  suit in the United
States District Court for the District of Nevada,  against Amir I. Elgindy, also
know as Anthony  Elgindy or Tony Elgindy.  In its complaint the Company  alleges
that the defendant is disseminating negative information about the Company in an
attempt to  artificially  lower the market price for the Company's  shares.  The
Company alleges that the defendant is artificially lowering the market price for
the  Company's  shares in order to cover his "short"  position in the  Company's
shares. The Company alleges that defendant's short selling scheme is a violation
of the federal  securities laws. In this action the Company seeks judgment which
prevents defendant from engaging his short selling scheme and awards the Company
damages for defendant's actions.

         The  defendant  failed to answer the complaint and his default has been
entered. The Company intends to pursue a default judgment.


Item 2.  Changes in Securities.

         (a) Recent Sales of Common Shares.

                                       4
<PAGE>

         During the second  quarter of 2001,  the Company  issued  shares of its
common stock as follows:

         On April 11,  2001,  the Company  issued  200,000  shares of its common
stock to Paul Moote in consideration  for consulting  services a rendered to the
Company and technology  right.  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 April 11,  2001,  the Company  issued  350,000  shares of its common
stock to Vitro S.A. De C.V.  in  consideration  for  $1,000,0000  in cash.  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.  The  $1,000,000  received  may be required to be refunded if the Company
does not meet certain  conditions of specific time frames.  Thus, the $1,000,000
has been recorded as a liability  until such time as the  conditions  are met or
the amount is refunded.

         On April 11, 2001, the Company issued 24,750 shares of its common stock
to Harry P. Holman in consideration for $36,456 in cash. Such shares were valued
at $1.50 per share as part of the  Company's  agreement  with Mr.  Holman . 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 May 24, 2001, the Company issued a total of 9,981,000  shares of its
common  stock to the  following  individuals  who  exercised  their  options  to
purchase  shares.   These  individuals  issued  the  Company  stock  subcription
receivables as consideration for the issuance of these shares  commensurate with
the agreed upon option price set forth in the  agreements  for each  individual.
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. In this regard, shares were issued to the following:

Name                                        Shares

Rudolph Gunnerman                           7,150,000
Dr. Mark Cullen                             1,000,000
Alexander H. Walker, Jr.                    1,000,000
Paul Neilson                                  100,000
Erika Herrmann                                100,000
Harry Holman                                  200,000
Loren Kalman                                   25,000
Steven Ligon                                   50,000
Rohinis Govind                                 50,000
Todd T. Orme                                   50,000
Shri Kant Singh                                25,000
Mojtaba Ahmadiantehrani                        25,000
McDermitt Investment                          206,000

         In June  2001,  the  Company  issued a total of  100,000  shares of its
common  stock to  Coldwater  Capital LLC and 200,000  shares to Stearne,  Agee &
Lech,  Inc.  Such  shares  were  valued at $2.94 per share and $1.41 per  share,
respectively.   Such  shares  were  issued   pursuant  to  the  exemption   from
registration under Section 4 (2) of the Securities Act of 1933, as amended.

                                       5
<PAGE>

The certificates representing such shares bear an appropriate restrictive legend
regarding the resale of the shares.

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:

                  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 shareholders
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

                                       6
<PAGE>

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.

         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 and second  quarters 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.

         Form 8-K  filed  June 1,  2001.  The  Company's  June 1,  2001 Form 8-K
reported the Company's change in its independent certified accountants.

         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.

September 6, 2001                   SULPHCO, INC.

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