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


                                   FORM 10-QSB

                                   -----------


{X}      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 For the quarterly period ended June 30, 2002.

{ }      TRANSITION  REPORT UNDER  SECTION 13 OR 15(d) OF THE EXCHANGE ACT For
         the transition period from _______ to ________.

                           Commission File No. 0-27599


                                  SULPHCO, INC.

                  ---------------------------------------------
                       (Name of the small business issuer)

         Nevada                                       88-0222729
------------------------                    -----------------------------------
(State of Incorporation)                   (I.R.S. Employer Identification No.)


                      1650 Meadow Wood Lane, Reno, NV 89502
            -------------------------------------------------------
                    (Address of principal executive offices)

                                  (775)829-1310
                                -----------------
                           (Issuers telephone number)


Number of shares  outstanding of each of the issuer's  classes of common equity,
as of the latest practicable date:  46,827,170 shares of Common stock issued and
outstanding as of June 30, 2002.

Transitional Small Business Disclosure Format: Yes {  }   No {X}






<PAGE>


                                     PART I
                                     ------

Item 1.  Financial Statements.

<TABLE>
<CAPTION>

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

                                                                                   June 30         December 31
                                                                                   2002            2001
                                                                                 (Unaudited)
                                                                                 -----------     --------------
<S>                                                                                <C>             <C>
         Current Assets:
      Cash and Cash Equivalents                                                    $     18,758    $    173,432
      Trade Receivables                                                                  25,000            --
      Receivable from related party                                                        --         1,360,685
      Other Receivables                                                                   1,625           1,500
      Inventory                                                                          78,758            --
      Prepaid expenses                                                                   18,779          50,631
      Accrued Interest                                                                     --              --
                                                                                   ------------    ------------
              Total current assets                                                 $    142,920    $  1,586,248

Property Plant and Equipment, net                                                       275,457         322,514
Deposits                                                                                  1,200            --
Investment in Subsidiary                                                                220,086         220,086
                                                                                   ------------    ------------
              Total Assets                                                         $    639,663    $  2,128,848
                                                                                   ============    ============
Liabilities and Stockholder's Equity

Current Liabilities:
      Accounts payable                                                             $     51,148    $     66,541
      Accrued liabilities                                                                55,703          45,968
      Note Payable                                                                         --         1,000,000
      Line of Credit $500,000                                                           120,000            --
                                                                                   ------------    ------------
              Total Current Liabilities                                            $    226,851    $  1,112,509
                                                                                   ============    ============
Stockholder's equity:
              Preferred stock: 10,000,000 shares authorized
              ($0.001 par value) none issued
              Common stock: 100,000,000 shares authorized
              ($0.001 par value) 46,827,170 and 39,927,170 shares
              issued and outstanding at June 30, 2002 and
              December 31, 2001 respectively                                       $     46,827          39,927
              Paid in Capital                                                        20,067,732    $ 15,646,632
              Stock Subscription receivable                                          (5,602,500)     (6,249,500)
              Deficit accumulated during the development stage                      (14,099,247)     (8,420,720)
                                                                                   ------------    ------------
                   Total Stockholder's equity                                      $    412,812    $  1,016,339
                                                                                   ------------    ------------
                        Total Liabilities and equity                               $    639,663    $  2,128,848
                                                                                   ============    ============


</TABLE>


           See accompanying notes to condensed financial statements.

                                       2
<PAGE>

<TABLE>
<CAPTION>

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


                                            Three Months Ended               Six Months Ended
                                        June 30          June 30         June 30        June 30
                                        2002             2001            2002           2001
                                        Unaudited        Unaudited       Unaudited      Unaudited
                                       ------------    ------------   ------------   ------------
<S>                                    <C>             <C>            <C>            <C>
Revenue                                $     25,000    $       --     $     25,000   $       --

Operating expenses:
      Depreciation                           40,500           8,010         83,700         40,010
      Issuance of Stock Options                --           686,900      2,706,300
      General and administrative            242,166         540,206      5,379,691        866,853
      Research and development              118,782          21,242        245,345        104,402

                                       ------------    ------------   ------------   ------------
           Total operating expenses    $    401,448    $  1,256,358   $  5,708,736   $  3,717,565

                                       ------------    ------------   ------------   ------------
                Loss from operations   $    376,448    $  1,256,358   $  5,683,736   $  3,717,565

Other Income (expenses)                     (94,226)         75,025          5,208         75,025

                                                                      ------------   ------------
      Net Loss before taxes            $    470,674    $  1,181,333   $  5,678,527   $  3,642,540

Income tax benefit                             --              --

                                       ------------    ------------   ------------   ------------
      Net Loss                         $    470,674    $  1,181,333   $  5,678,527   $  3,642,540
                                       ============    ============   ============   ============


Loss per common share                             0               0              0              0

Weighted average shares -
      basic and fully diluted            47,560,503      27,426,000     45,193,837     24,760,000
====================================   ============    ============   ============   ============

</TABLE>

           See accompanying notes to condensed financial statements.

                                       3
<PAGE>



<TABLE>
<CAPTION>

                                  SulphCo, Inc.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity


                                                                          Additional                       Stock           Total
                                             Common Stock                  Paid-in       Accumulated   Subscriptions   Stockholders
                                                Shares         Amount      Capital        Deficit        Receivable        Equity
                                             ----------     ----------   ----------     ----------        ----------    ----------
<S>                                         <C>           <C>           <C>            <C>            <C>            <C>
Balance, January 13, 1999                          --     $      --     $      --      $      --      $      --      $      --

Stock issued for cash at $167 per share           1,000             1       166,999           --             --          167,000

Restatement from recapitalization of GRD,    19,999,000        19,999       (19,999)          --             --             --
Inc


Net Loss                                           --            --            --         (128,802)          --         (128,802)

Balance, December 31, 1999                   20,000,000        20,000       147,000       (128,802)             0         38,198

Contributions from Stockholder:
           Cash                                    --            --         169,168           --             --          169,168
           Equipment                               --            --         362,331        362,331

Acquisition of Filmworld, Inc.                1,200,000         1,200      (251,200)          --             --         (250,000)

Contribution of Capital                         820,000           820       409,180           --         (208,500)       201,500

Issuance of Stock options                          --            --       1,014,200           --             --        1,014,200

Net Loss                                           --            --            --       (1,364,393)          --       (1,364,393)

Balance, December 31, 2000                   22,020,000        22,020     1,850,679     (1,493,195)      (208,500)       171,004

Stock issued for services                       200,000           200       571,800           --             --          572,000

Stock issued for Services Related party       4,342,800         4,343     4,782,557           --             --        4,786,900

Stock issued for subscriptions receivable       724,750           725     1,207,162           --             --        1,207,887

Issuance of stock options                    12,639,620        12,640     7,352,860           --       (6,041,000)     1,324,500

Return of Shareholder Capital                      --            --        (118,427)          --             --         (118,427)

Net Loss                                           --            --            --       (6,927,525)          --       (6,927,525)

</TABLE>
           See accompanying notes to condensed financial statements.

                                       4
<PAGE>


<TABLE>
<CAPTION>

                                                                          Additional                       Stock           Total
                                             Common Stock                  Paid-in       Accumulated   Subscriptions   Stockholders
                                                Shares         Amount      Capital        Deficit        Receivable        Equity
                                             ----------     ----------   ----------     ----------        ----------    ----------
<S>                                          <C>             <C>           <C>            <C>            <C>            <C>
Balance, December 31, 2001                   39,927,170         39,927     15,646,632     (8,420,720)    (6,249,500)     1,016,339

           Payment on Stock Subscriptions          --             --             --             --           75,000         75,000

           Stock Issued for Services         10,000,000         10,000      4,990,000           --             --        5,000,000
           Related Party

           Stock returned and canceled       (2,000,000)        (2,000)         2,000           --             --                0

           Net Loss                                --             --             --       (5,207,853)          --       (5,207,853)

           Balance, March 31, 2002           47,927,170         47,927     20,638,632    (13,628,573)    (6,174,500)       883,486

           Stock returned and canceled       (1,100,000)        (1,100)      (570,900)          --          572,000              0

           Net Loss                                --             --             --         (470,674)          --         (470,674)

           Balance, June 30, 2002            46,827,170         46,827     20,067,732    (14,099,247)    (5,602,500)       412,813

</TABLE>
           See accompanying notes to condensed financial statements.

                                       5
<PAGE>



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

                                                            Six Months Ended

                                                         June 30      June 30
                                                         2002         2001
                                                         Unaudited    Unaudited
                                                         ---------    ---------
                  Cash Flows From Operating

Activities                                             (5,678,527)   (3,642,540)
Adjustments to Reconcile Net
Income to Cash
     Depreciation & Amortization                           83,700        40,010
     Issuance of Stock Options                               --       2,706,300
     Stock Issued for Services                          5,000,000       715,320
     (Increase) Decrease in:
          Accounts Receivable                             (25,000)      (40,799)
          Other Receivables                                  (125)
          Prepaid Expenses                                 31,852       (17,100)
          Deposits                                         (1,200)         --
          Inventory                                       (78,758)         --
          Accrued Interest                                   --            --
     Increase (Decrease) in:
          Accounts payable                                (15,394)       (8,855)
          Accrued Liabilities                               9,735        12,334
                  Net Cash Used in

                  Operating Activities                   (673,717)     (235,330)
Cash Flows From Investing Activities
     Purchase of property and Equip                       (36,643)     (190,895)
     Payments made to develop intangible assets              --          (4,389)
                  Net cash used in
                  investing activities                    (36,643)     (195,284)
Cash Flows from Financing Activities

     Proceeds from issuance of Stock                         --       1,505,456
     Proceeds from issuance of note payable            (1,000,000)    1,000,000
     Proceeds from Line of Credit                         120,000
     Payments on stock subscription receivables            75,000       208,500
     Stock subscriptions canceled                         572,000
     Stock Returned and canceled                         (572,000)
     Payment on contract payable                             --        (160,000)
     Loans to related party                                  --      (2,000,000)
     Payments on advance from related party                  --        (100,000)
     Payments from related party loans                  1,360,685       348,282
                  Net cash provided by
                  financing activities                    555,685       802,238

Net increase (decrease) in cash and cash equivalents     (154,674)      371,624
Cash and cash equivalents at beginning of period          173,432        98,010

Cash and cash equivalents at end of period                 18,758       469,634


           See accompanying notes to condensed financial statements.

                                        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.       Business Plans

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

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

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

           During  March  of this  year,  however,  a USA oil  refinery  company
reported  the results of their  testing the  SulphCo  process and  independently
verified  the success  removal  sulfur  from their  crude oil samples  using the
SulphCo system.

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

         During the remainder of 2002,  the Company  intends to fund  operations
through the use of a $500,000  line of credit from Nevada State Bank.  This with
cash generated from the royalty and production revenues,  outside research fees,
as well as the private sale of its common stock.

                                       7
<PAGE>

         The time  frames set forth above may be  adversely  affected by factors
such as unforeseen  delays in the marketing and  implementation of the licensing
program.  The Company's plans also could be adversely  impacted by the patenting
process for the devises and methods  which  comprise the  Company's  proprietary
technology. In this regard, the need to keep aspects of the Company's technology
secret during the patenting process could delay the Company's plans to bring its
proprietary  technology  to market.  On March 11, 2002,  the Company  received a
Notice  of  Allowance  from the U.S.  Patent  Office  that  its  process  patent
application  has been  approved.  There are  three  additional  patents  pending
pertaining to products related to the Company's de- sulfurization process.

         If the  Company is  required  to  initiate  litigation  to protect  its
interest  in its  proprietary  technology  or is  required  to  defend an action
challenging the Company's  interest,  the costs and delays  associated with such
litigation  could  negatively  impact  on the  Company's  ability  to bring  the
proprietary technology to market.

         Also,  any  delays  or  unforeseen   impasses  in  developing   working
relationships  with  third-parties  in connection  with develop and marketing of
industrial  units for the proprietary  technology  would have not only impact on
the timing of the Company's  business plan but could entirely disrupt such plans
and prevent the Company from bringing the proprietary technology to market.

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

2.       Research and Development

         The Company will continue its research and  development  program during
the  remainder  of 2002 in order to expand  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 $250,000 for the remainder of the year 2002.

3.       Facilities and Personnel

         The Company  maintains its  facilities at 1650 Meadow Wood Lane,  Reno,
Nevada.  These facilities include a research laboratory as well as the Company's
business offices. The Company expects to employee approximately 12 people at any
one  time as part of its  business  plans  for  2002,  though  the  Company  may
experience an increase or decrease in that number as its needs require and as is
normal in general business operations.

4.       Change in G & A Expense

         The Company's general and administrative  expense rose from $866,853 in
six months ended June 30, 2001 to $5,379,691  for the same period in the current
year.  Stock based  compensation  issued to  officers,  directors  and others as
compensation for services  rendered to the Company  accounted for this increase.
This  expense is valued at the market price of the  Company's  stock at the time
the shares were issued and is recorded as a general and  administrative  expense
to the Company.

                                       8
<PAGE>

                                     PART II
                                     -------
Item 1.  Legal Proceedings.

         The  Company is not party to,  and none of the  Company's  property  is
subject to, any pending or threatened  legal,  governmental,  administrative  or
judicial  proceedings  that  may  have a  materially  adverse  effect  upon  the
Company's financial condition or operation, except as follows:

         On or about June 22, 2001,  the Company filed a complaint  against Amir
I. Elgindy, also known as Anthony Elgindy and Tony Elgindy and doing business as
Pacific Equity  Investigations and Inside Truth.com.  The complaint was filed in
the United States District Court for the District of Nevada.  Mr. Elgindy failed
to file an answer to the  complaint and his default was entered on or about July
19, 2001. Thereafter, on or about October 4, 2001, Mr. Elgindy filed a motion to
have the default set aside and to dismiss the complaint.  The Company  responded
to the motion in October 2001 by filing an amended complaint against Mr. Elgindy
and unnamed "doc" defendants.  In the amended complaint,  the Complaint outlines
causes of action against Mr. Elgindy for fraud, deceptive trade practices, trade
disparagement  and  interference  with prospective  contractual  and/or economic
advantage.  In the prayer for relief in the amended  complaint the Company seeks
an award of general  and  specific  damages in an amount in excess of $75,000 as
well as an award of punitive damages and its costs and attorney fees.

         On or about  November  2, 2001,  Mark Cullen  filed a complaint  in the
Second  District  Court of the State of  Nevada in and for the  County of Washoe
naming the Company,  Rudolph Gunnerman,  Alexander H. Walker,  Jr., Harry Holman
and Joseph Sutton as  defendants.  The Complaint  alleges breach of contract and
breach of the covenant of good faith and fair dealing against all defendants. In
that regard,  the  Complaint  alleges  that  defendants  breached an  employment
agreement between the Company and Mr. Cullen.  The complaint alleges damages "in
excess of  $100,000"  and the prayer for relief  seeks a  judgement  against all
defendants  for  compensatory  damages in excess of $10,000,  plus interest from
August 3, 2001,  plus  reasonable  attorneys  fees and costs.  The  Company  has
answered the complaint and denied the allegations.

         On or about  March 4,  2002,  the Salt Lake  City,  Utah  office of the
Securities  and  Exchange  Commission  sent  letters to the Company and its CEO,
Rudolph Gunnerman, indicating that as a result of its investigation captioned In
the Matter of SulphCo, Inc. (SL-02337), that the staff of the Salt Lake District


                                       9
<PAGE>

Office  was  recommending  that a civil  injunctive  action be filed  naming the
Company and Mr.  Gunnerman  as  defendants.  The letter to the  Company  alleges
violations of Sections  5(a),  5(c) and 17(a) of the  Securities Act of 1934 and
Section  10(b) of the  Securities  Act of 1934 and Rule  10b-5  thereunder.  The
letter to Mr. Gunnerman alleges  violations of Section  5(a),5(c),  and 17(a) of
the  Securities  Act of 1934 and Section 10(b) of the Securities Act of 1934 and
Rule10b-5  and Rule 101 under  Regulation M thereunder.  The letters  invite the
Company and Mr.  Gunnerman to submit written  statements  concerning the staff's
allegations.  Such written statements are generally as known as "Wells Committee
Submissions."  The Company and Mr.  Gunnerman deny the allegations made by staff
in the letters and have retained  counsel who has  submitted a Wells  submission
response to the staff's allegations.

         On or about  April 12,  2002,  the Salt Lake City,  Utah  office of the
Securities and Exchange Commission sent a letter to Alexander H. Walker, Jr., an
officer  and  director of the  Company.  The letter  also was  addressed  to the
Company's transfer agent. In this letter, the staff of the Salt Lake City branch
indicated  that as a result  of its  investigation  captioned  In the  Matter of
SulphCo,  Inc.  (SL-02337),  that the staff of the Salt Lake District Office was
recommending  that a civil injunctive  action be filed naming Mr. Walker and the
transfer  agent  as  defendants.   The  letter  alleges  violations  of  various
provisions of the  Securities Act of 1934 and the Securities Act of 1934 and the
Rules thereunder. The letter invites Mr. Walker and the Company's transfer agent
to submit written statements  concerning the staff's  allegations.  Such written
statements are generally known as "Wells Committee  Submissions." Mr. Walker and
the Company's  transfer agent deny the allegations  made by staff in the letters
and have retained counsel to defend against the allegations made.


                                       10
<PAGE>



Item 2.  Changes in Securities.

         On July 19, 1999, the Company issued a total of 7,013,392 shares of its
common stock to the following in the following amounts:

         Daly Consultants, Inc.                      2,922,247
         Belfair International, Inc.                 2,922,247
         Mark Tolner                                 1,168,898

         The shares issued to Daly Consultants,  Inc. and Belfair International,
Inc.  were  issued in  consideration  for  $50,000 in cash and the  intellectual
property  purchased by the Company pursuant to the Exchange Agreement dated July
19, 1999. Such property had a value of at least  $525,000.  It is carried on the
Company's  financial  statement  at  predecessor  cost  due to the  relationship
between directors and these  shareholders.  The shares issued to Mr. Tolner were
issued in  consideration  for his services to the Company.  All such shares were
issued in reliance on the exemption from registration  contained in Section 4(2)
of the Securities  Act of 1933, as amended,  and the  certificates  representing
such shares bear a  restrictive  legend  reflecting  the  limitations  on future
transfer of those shares.  As part of the transaction with GRD, Inc.,  described
in Item 1 above,  two of the Company's  former  directors,  namely John Daly and
Menahem Golan,  resigned their positions with the Company.  The Company's former
President,  Mark Tolner,  also resigned.  In addition,  the Company returned the
assets associated with the Company's film production and distribution operations
to the entities  contributing those assets. In this regard, the Company received
1,118,898 shares from the Company's  former  President,  Mark Tolner;  2,872,247
shares  from  Daly   Consultants,   Inc.;  and  2,822,247  shares  from  Belfair
International,  Ltd.  John Daly and Mark  Tolner  retained a  combined  total of
100,000  shares of the  Company's  common stock and received  $50,000 in cash in
connection  with their  resignations  and Menahem  Golan also  retained  100,000
shares of the Company's  common stock in  connection  with his  resignation  and
withdrawal from the Company's operations.

         On September  15, 1999,  5,000 shares were issued to  Morgounova  Corp.
Such shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Securities Act of 1933, as amended,  and the certificates
representing such shares bear a restrictive legend reflecting the limitations on
future transfer of those shares.

         On October 29, 1999, the following shares were issued:

                  Registered Owner               No. Shares
                  ----------------               ------------
                  Marlene Vallen                         16
                  George Newberry                       600
                  Christina Miller                      100

         All  such  shares  were  issued  in  reliance  on  the  exemption  from
registration  contained  in  Section  4(2) of the  Securities  Act of  1933,  as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of those shares.

         On  December  9,  1999,  the  Company  issued  50,000  shares  to  John
Smallcombe.   Such  shares  were  issued  in  reliance  on  the  exemption  from
registration  contained  in  Section  4(2) of the  Securities  Act of  1933,  as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of those shares.

                                       11
<PAGE>

         On January 27, 2000, the Company issued the following shares:

                  Registered Owner               No. Shares
                  ----------------               ----------
                  Harry Holman                       14,875
                  Alexander H. Walker III           200,000

         All  such  shares  were  issued  in  reliance  on  the  exemption  from
registration  contained  in  Section  4(2) of the  Securities  Act of  1933,  as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of those shares.

         On December 4, 2000, the Company issued 20,000,000 shares of its common
stock in accordance with the terms of the Exchange Agreement between the Company
and GRD, Inc. (SulphCo) as follows:

                  Registered Owner               No. Shares
                  ----------------               ----------
                  Rudolph Gunnerman              12,000,000
                  Kristina Gunnerman              2,000,000

                  Registered Owner               No. Shares
                  ----------------               ----------
                  Peter Gunnerman                 2,000,000
                  Alex Paior                      2,000,000
                  Mark T. Cullen                  2,000,000

         The  shares  issued  were  issued  in  consideration  for  cash and the
proprietary  technology  acquired  by  the  Company  pursuant  to  the  Exchange
Agreement dated December 4, 2000. All such shares were issued in reliance on the
exemption from  registration  contained in Section 4(2) of the Securities Act of
1933,  as  amended,  and  the  certificates  representing  such  shares  bear  a
restrictive  legend  reflecting  the  limitations  on future  transfer  of those
shares.

         On February 14, 2001, the company issued the following shares:

                  Registered Owner                No. Shares
                  ----------------                ----------
                  R. W. Gunnerman                    700,000
                  M. T. Cullen                       120,000
                  Erika Herrmann                     292,800

         All  such  shares  were  issued  in  reliance  on  the  exemption  from
registration  contained  in  Section  4(2) of the  Securities  Act of  1933,  as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of those shares.

         On February  21,  2001,  the company  issued  400,000  shares to Sutton
Ventures  Group.  Such shares were  issued in  reliance  on the  exemption  from
registration contained in Section 4(2)of the Securities Act of 1933, as amended,
and  the  certificates  representing  such  shares  bear  a  restrictive  legend
reflecting the limitations on future transfer of those shares.

                                       12
<PAGE>

         On April 11, 2001,  the Company  issued  200,000  shares to Paul Moote.
Such shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Securities Act of 1933, as amended,  and the certificates
representing such shares bear a restrictive legend reflecting the limitations on
future transfer of these shares.

         On April 11, 2001,  the Company  issued 350,000 shares to Vitro S.A. De
C.V.  Such shares were issued in  reliance on the  exemption  from  registration
contained in Section 4(2) of the  Securities  Act of 1933,  as amended,  and the
certificates  representing such shares bear a restrictive  legend reflecting the
limitations  on future  transfer of these  shares.  These shares have since been
returned to the Company's treasury.

         On April 11, 2001, the Company issued 24,750 shares to Harry P. Holman.
Such shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Securities Act of 1933, as amended,  and the certificates
representing such shares bear a restrictive legend reflecting the limitations on
future transfer of these shares.

         On May 24, 2001 the Company issued the following shares:

                  Registered Owner                   No. Shares
                  ----------------                   ----------
                  R. W. Gunnerman                     7,150,000
                  M. T. Cullen                        1,000,000
                  A. H. Walker, Jr                    1,000,000
                  Paul Neilsom                          100,000

                  Registered Owner                   No. Shares
                  ----------------                   ----------
                  Kevin Brown                             5,000
                  P. M. Johnson                          15,000
                  Erika Herrmann                        100,000
                  H. P. Holman                          200,000
                  Henry Heimes                           50,000
                  Loren Kalmen                           25,000
                  S. D. Ligon                            50,000
                  Rohinis Govind                         50,000
                  T. P. Orme                             50,000
                  Shii Kant Singh                        25,000
                  Majtaba Ahadiantehrani                 25,000
                  Edward Ripley                           5,000
                  R. W. Chappell                          5,000
                  P. C. Knauff                          206,000

                                       13
<PAGE>

         All  such  shares  were  issued  in  reliance  on  the  exemption  from
registration contained in Section 4(2) of the Securities Act of 1933,as amended,
and  the  certificates  representing  such  shares  bear  a  restrictive  legend
reflecting the limitations on future transfer of these shares.  On July 25, 2002
the Board of  Directors  voted to offer the holders of the above  shares,  which
were issued to the holders  thereof for promissory  notes,  stock options at the
price of $.10 per share of these  shares are returned to the company in the near
future.

         On June 21, 2001 and June 25, 2001,  the Company  issued 600,000 shares
to Inline  Investments  Corporation.  Such shares were issued in reliance on the
exemption from  registration  contained in section 4(2) of the Securities Act of
1933,  as  amended,  and  the  certificates  representing  such  shares  bear  a
restrictive  legend  reflecting  the  limitations  on future  transfer  of these
shares. Such shares later were returned to the Company's treasury.

         On June 29, 2001 the  Company  issued  200,000  shares to Sterne Agee &
Leach Inc. Such shares were $1.41 per share. Such shares were issued pursuant to
the exemption  from  registration  under Section 4 (2) of the  Securities Act of
1933, as amended.  Shares  representing  these shares were later returned to the
Company.

         On June 29, 2001, the Company issued 350,000 shares to R. W. Gunnerman.
Such shares were issued in reliance on the exemption from registration contained
in section 4(2) of the Securities Act of 1933, as amended,  and the certificates
representing such shares bear a restrictive legend reflecting the limitations on
future transfer of these shares.

         On July 17, 2001 On July 17, 2001, the Company issued 200,000 shares to
Coldwater  Capital LLC. Such shares were issued  pursuant to the exemption  from
registration  under  Section 4 (2) of the  Securities  Act of 1933,  as amended.
Shares representing these shares were later returned to the Company's treasury.

         On September 6, 2001, the Company issued 2,758,620 shares of its common
stock  pursuant to a  consulting  agreement  the Company  entered into with Mark
Neuhaus.  Such shares  were valued at $0.725 per share.  Such shares were issued
pursuant to a  registration  statement  filed in connection  with such shares on
Form S-8. The Company has asked Mr. Nuehaus to return approximately 1,100,000 of
these shares for which the Company has not yet been paid.

         On  November  8, 2001,  the Company  issued  4,000,000  shares to R. W.
Gunnerman.   Such  shares  were  issued  in  reliance  on  the  exemption   from
registration  contained  in  section  4(2) of the  Securities  Act of  1933,  as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of these shares.

         On March  25,  2002,  the  Company  issued  6,000,000  shares  to R. W.
Gunnerman,  3,000,000 shares to Alexander H. Walker, Jr. and 1,000,000 shares to
Harry  Holman.  Such  shares  were  issued in  reliance  on the  exemption  from
registration  contained  in  section  4(2) of the  Securities  Act of  1933,  as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of these shares.


Item 3.  Defaults Upon Senior Securities.

         None.

                                       14
<PAGE>

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

The Annual Meeting of the Shareholders of the Company was held during the second
quarter.  The standing Board of Directors  were  reelected and the  accountants,
Forbush and Associates, were elected to act as auditors of the Company.

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

         (a) Exhibits.

         (b) Reports on Form 8-K.

         On or about  April  16,  2002,  the  Company  filed a Form 8-K with the
Securities and Exchange Commission  regarding the resignation of Tanner & Co. as
the Company's independent auditors and the subsequent appointment of Forbush and
Associates  in that  capacity.  The  information  disclosed  in that Form 8-K is
incorporated herein by this reference.

         On July 29, 2002 the resignation of Alexander H. Walker, Jr. an Officer
and  Director of Sulphco,  Inc. was accepted by the Board of Directors on behalf
of the Company.  At that meeting,  a special  meeting of the Board of Directors,
Pat Lacy was elected as a temporary member of the Board of Directors of Sulphco,
Inc. Pat Lacy will continue as Controller of the company.

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

Dated: August 9, 2002.                                SULPHCO, INC.

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


                                       15
<PAGE>