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

FORM 10-QSB/A

Amendment No. 3

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the quarterly period ended June 30, 2004.

oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Forthe transition period from _______ to ________.

Commission File No. 0-27599

|SULPHCO, INC.                      
|-----------------------------------
|                                   
|(Name of the small business issuer)
|                                   

|Nevada                                    |  | 88-0224817                          
|----------------------------------------- |  | ------------------------------------
|                                          |  |                                     
|(State of Incorporation)                  |  | (I.R.S. Employer Identification No.)
|                                          |  |                                     
|850 Spice Islands Drive, Sparks, NV 89431
|                                         
|(Address of principal executive offices) 
|                                          |  |                                     
|(775) 829-1310                           
|                                         
|(Issuers telephone number)              

Number of shares outstanding of each of the issuers classes of common equity, as of the latest
practicable date: 53,669,734 shares of common stock issued and outstanding as of August 13, 2004.

Transitional Small Business Disclosure Format: Yes o No x

---



EXPLANATORY NOTE

SulphCo, Inc. (the Company) is filing this Amendment No. 3 to Form 10-QSB (Amendment
No. 3) to amend its Quarterly Report on Form 10-QSB for the period ended June 30, 2004 (the
Original Filing) filed on August 16, 2004, with the Securities and Exchange Commission
(SEC), as amended by Amendment No. 1 filed with the SEC on November 23, 2004, and as
amended by Amendment No. 2 filed with the SEC on January 24, 2005, in order to (i) refile in its
entirety Part I - Item 1. Financial Statements to amend its unaudited financial statements
for the periods ended June 30, 2004, and June 30, 2003, (ii) refile Part II - Item 6. Exhibits
and Reports on Form 8-K in its entirety to reflect the new certifications of our Chief Executive
Officer and Chief Financial Officer included with this Amendment No. 1 as Exhibits 31.1 and 31.2,
respectively; and (ii) to include new Exhibits 31.1, 31.2 and 32.1.

The
Company is amending the financial statements included in this report due to a restatement of the
financial statements for the year ended December 31, 2003. The amendment results in a change in Net
Loss for the periods ended June 30, 2004, and June 30, 2003, from the Net Loss previously reported
in the Original Filing as amended. There were no other material changes from the financial statements
filed with the Original Filing as previously amended.

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

---



SULPHCO, INC. AND SUBSIDIARIES (A Company in the Development Stage)BALANCE SHEETJune 30, 2004(unaudited)

|ASSETS                                                                 
|-----------------------------------------------------------------------
|
|
|
|**Current Assets**                                                     
|Cash                                                                   
|Related party accounts receivable                                      
|(net of allowance for doubtful debts of $15,373)                       
|                                                                       
|                                                                       
|Total current assets                                                   
|                                                                       
|**Property and equipment**                                             
|**(net of accumulated depreciation of $575,611)**                      
|                                                                       
|                                                                       
|**Other Assets**                                                       
|Deferred tax asset (net of valuation allowance of $6,689,018)          
|Desulfurization prototype                                              
|Deposits                                                               
|                                                                       
|                                                                       
|Total other assets                                                     
|                                                                       
|                                                                       
|Total assets                                                           
|                                                                       
|                                                                       
|**LIABILITIES AND STOCKHOLDERS EQUITY**                               
|                                                                       
|**Current Liabilities**                                                
|Accounts payable                                                       
|Accrued expenses                                                       
|Related party notes payable                                            
|                                                                       
|                                                                       
|Total current liabilities                                              
|                                                                       
|                                                                       
|**Commitments and Contingencies**                                      
|                                                                       
|                                                                       
|**Stockholders Equity**                                               
|Preferred stock: 10,000,000 shares authorized ($0.001 par value)       
|none issued                                                            
|Common stock, $.001 par value, 100,000,000 shares authorized           
|53,624,733 shares issued and outstanding                               
|Additional paid-in-capital                                             
|Interest prepaid via issuance of stock                                 
|Stock subscriptions receivable                                         
|Deficit accumulated during the development stage                       
|                                                                       
|                                                                       
|Total stockholders equity                                             
|                                                                       
|                                                                       
|Total liabilities and stockholders equity                             
|                                                                       
|                                                                       
|The Accompanying Notes are an Integral Part of the Financial Statements
|                                                                       
|                                                                       

---



SULPHCO, INC. AND SUBSIDIARIES (A Company in the Development Stage)STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30, 2004(unaudited)

|                                                                        |                         | For the Six Months Ended |   |                     | For the Three Months Ended |            |  
|----------------------------------------------------------------------- | ----------------------- | ------------------------ | - | ------------------- | -------------------------- | ---------- | -
|                                                                        | Inception
      to date |                          |   | June 30,
      2004 |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|Revenue                                                                 |                         |                          |   |                     |                            |            |  
|Sales                                                                   | $                       | 42,967                   |   |                     | $                          |           |  
|Interest income                                                         |                         | 39,309                   |   |                     |                            |           |  
|                                                                        |                         |                          |   |                     |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|Total revenue                                                           |                         | 82,276                   |   |                     |                            |           |  
|                                                                        |                         |                          |   |                     |                            |            |  
|Expenses                                                                |                         |                          |   |                     |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|Salary and wage expense                                                 |                         | (7,902,046               | ) |                     |                            | (411,638   | )
|Director fees                                                           |                         | (195,500                 | ) |                     |                            |           |  
|General and administrative expenses                                     |                         | (9,093,048               | ) |                     |                            | (697,843   | )
|Research and development expenses                                       |                         | (1,559,625               | ) |                     |                            | (328,132   | )
|Loss on disposal of assets                                              |                         | (221,711                 | ) |                     |                            |            |  
|Depreciation expense                                                    |                         | (615,416                 | ) |                     |                            | (49,769    | )
|                                                                        |                         |                          |   |                     |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|Total expenses                                                          |                         | (19,587,346              | ) |                     |                            | (1,487,382 | )
|                                                                        |                         |                          |   |                     |                            |            |  
|Loss from operations                                                    |                         | (19,505,070              | ) |                     |                            | (1,487,382 | )
|                                                                        |                         |                          |   |                     |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|Interest expense                                                        |                         | (200,011                 | ) |                     |                            | (154,000   | )
|                                                                        |                         |                          |   |                     |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|Loss before income taxes                                                |                         | (19,705,081              | ) |                     |                            | (1,641,382 | )
|                                                                        |                         |                          |   |                     |                            |            |  
|Provision for income taxes                                              |                         |                         |   |                     |                            |           |  
|                                                                        |                         |                          |   |                     |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|Net loss                                                                | $                       | (19,705,081              | ) |                     | $                          | (1,641,382 | )
|                                                                        |                         |                          |   |                     |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|Loss per share - basic and diluted                                      | $                       | (0.60                    | ) |                     | $                          | (0.03      | )
|                                                                        |                         |                          |   |                     |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|Weighted average - basic                                                |                         | 32,965,206               |   |                     |                            | 51,026,611 |  
|                                                                        |                         |                          |   |                     |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|Weighted average - diluted                                              |                         | 33,025,341               |   |                     |                            | 52,488,091 |  
|                                                                        |                         |                          |   |                     |                            |            |  
|                                                                        |                         |                          |   |                     |                            |            |  
|The Accompanying Notes are an Integral Part of the Financial Statements
|                                                                       

---



SULPHCO, INC. AND SUBSIDIARIES (A Company in the Development Stage)STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2004(unaudited)

|                                                                            | Inception
      to Date |             |   | June 30,
      2004 |   |            | June 30,
      2003 | 
|--------------------------------------------------------------------------- | ----------------------- | ----------- | - | ------------------- | - | ---------- | ------------------- | 
|
|**Cash Flows from Operating Activities**                                    |                         |             |   |                     |   |            |                     | 
|Net loss                                                                    | $                       | (19,705,081 | ) |                     | $ | (1,641,382 | )                   | 
|                                                                            |                         |             |   |                     |   |            |                     | 
|Adjustments to reconcile net loss to net cash used in operating activities:
|Depreciation expense                                                        |                         | 615,416     |   |                     |   | 49,769     |                     | 
|Shares issued for services                                                  |                         | 5,394,818   |   |                     |   | 85,000     |                     | 
|Shares issued for interest expense                                          |                         | 95,000      |   |                     |   | 74,000     |                     | 
|Increase in allowance for doubtful debts                                    |                         | 15,373      |   |                     |   | 15,373     |                     | 
|Loss on disposal of assets                                                  |                         | 220,086     |   |                     |   |           |                     | 
|Increase in accounts receivable                                             |                         | (30,948     | ) |                     |   | (30,717    | )                   | 
|Increase in spare parts inventory                                           |                         | (101,606    | ) |                     |   |           |                     | 
|Decrease in related party receivable                                        |                         | 1,359,185   |   |                     |   |           |                     | 
|(Increase) decrease in prepaid expenses                                     |                         | 75,501      |   |                     |   | 84,973     |                     | 
|Increase in work in progress                                                |                         | (583,470    | ) |                     |   |           |                     | 
|Decrease in accounts payable                                                |                         | 97,307      |   |                     |   | 71,053     |                     | 
|Increase in accrued liabilities                                             |                         | 98,989      |   |                     |   | (4,769     | )                   | 
|Decrease in legal settlement                                                |                         |            |   |                     |   | (13,636    | )                   | 
|                                                                            |                         |             |   |                     |   |            |                     | 
|Net cash used in operating activities                                       |                         | (12,449,430 | ) |                     |   | (1,310,336 | )                   | 
|                                                                            |                         |             |   |                     |   |            |                     | 
|                                                                            |                         |             |   |                     |   |            |                     | 
|**Cash Flows from Investing Activities**                                   
|Purchase of capital assets                                                  |                         | (159,011    | ) |                     |   | 95,136     |                     | 
|Investment in subsidiary                                                    |                         | (220,086    | ) |                     |   |           |                     | 
|Payment of deposits                                                         |                         | (36,822     | ) |                     |   |           |                     | 
|Development of intangible assets                                            |                         | (15,843     | ) |                     |   |           |                     | 
|                                                                            |                         |             |   |                     |   |            |                     | 
|Net cash provided by (used in) investing activities                         |                         | (431,762    | ) |                     |   | 95,136     |                     | 
|                                                                            |                         |             |   |                     |   |            |                     | 
|                                                                            |                         |             |   |                     |   |            |                     | 
|**Cash Flows from Financing Activities**                                   
|Proceeds from issuance of stock                                             |                         | 9,225,674   |   |                     |   | 2,335,474  |                     | 
|Proceeds from exercise of stock options                                     |                         | 145,000     |   |                     |   | 145,000    |                     | 
|Proceeds from stock subscriptions                                           |                         | 4,571,237   |   |                     |   |           |                     | 
|Proceeds from issuance of related party notes payable                       |                         | 4,000,000   |   |                     |   | 500,000    |                     | 
|Proceeds from issuance of line of credit                                    |                         | 750,000     |   |                     |   |           |                     | 
|Return of capital                                                           |                         | (118,427    | ) |                     |   |           |                     | 
|Principal payments on related party notes payable                           |                         | (250,000    | ) |                     |   | (250,000   | )                   | 
|Payments on contracts payable                                               |                         | (250,000    | ) |                     |   |           |                     | 
|Principal payments on line of credit                                        |                         | (750,000    | ) |                     |   |           |                     | 
|Principal payments on advance from related party                            |                         | (2,191,285  | ) |                     |   |           |                     | 
|                                                                            |                         |             |   |                     |   |            |                     | 
|Net cash provided by financing activities                                   |                         | 15,132,199  |   |                     |   | 2,730,474  |                     | 
|                                                                            |                         |             |   |                     |   |            |                     | 
|                                                                            |                         |             |  
|                                                                            |                         |             |  
|Net increase in cash and cash equivalents                                   |                         | 2,251,007   |   |                     |   | 1,515,274  |                     | 
|                                                                            |                         |             |   |                    
|Cash and cash equivalents at inception,                                    
|December 31, 2003 and 2002                                                  |                         |            |   |                     |   | 735,733    |                     | 
|                                                                            |                         |             |   |                     |   |            |                     | 
|Cash and cash equivalents at June 30, 2004 and 2003                         | $                       | 2,251,007   |   |                     | $ | 2,251,007  |                     | 
|                                                                            |                         |             |   |                     |   |            |                     | 

|                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|Supplemental Information and Noncash Transactions                                                                                                       
|                                                                                                                                                        
|During the six months ended June 30, 2004, and 2003, $6,000 and $14,298 were paid for interest, respectively,
and no amounts were paid for income taxes.
|                                                                                                                                                        
|In January 2004 one million subscribed shares were issued for interest expense of $74,000 and prepaid interest of $222,000.                             
|                                                                                                                                                        
|In March 2004 fifty thousand subscribed shares were issued for the services of a director with a fair market value of $21,000.                          
|                                                                                                                                                        
|The Accompanying Notes are an Integral Part of the Financial Statements                                                                                 
|                                                                                                                                                        

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SULPHCO, INC. AND SUBSIDIARIES(A Company in the Development Stage)NOTES TO THE INTERIM FINANCIAL STATEMENTSJune 30, 2004(unaudited)

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The accompanying unaudited interim financial statements of Sulphco, Inc., (the Company)
have been prepared by the Company in accordance with generally accepted accounting principles in
the United States of America, pursuant to the Securities and Exchange Commission rules and regulations.
In managements opinion, all adjustments necessary for a fair presentation of the results for
the interim periods have been reflected in the interim financial statements. The results of operations
for any interim period are not necessarily indicative of the results for a full year. All adjustments
to the financial statements are of a normal recurring nature.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Certain information and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or omitted. Such disclosures
are those that would substantially duplicate information contained in the most recent audited financial
statements of the Company, such as significant accounting policies and stock options. Management
presumes that users of the interim statements have read or have access to the audited financial statements
and notes thereto included in the Companys most recent annual report on Form 10-KSB.                                                     

|   |                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Consolidation                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                       
|   | The Company
owns 49% of a joint venture that it is the primary beneficiary to market and
deploy the Companys technology in the Kuwait. There was no activity in the
entity during the quarter ended June 30, 2004. The Company and this entity make up the consolidation group (See Note 4).                                                         
|   |                                                                                                                                                                                                                                                                                                                                                       
|   | Generally accepted accounting principles require consolidation of all majority-owned subsidiaries even
if they have non-homogeneous operations, as will as the primary beneficiary of a variable
interest entity. The consolidated financial statements include all such subsidiaries. All material
inter-company transactions have been eliminated.
|   |                                                                                                                                                                                                                                                                                                                                                       

---



SULPHCO, INC. AND SUBSIDIARIES (A Company in the Development Stage)NOTES TO THE INTERIM FINANCIAL STATEMENTSJune 30, 2004 (unaudited)

|3. | Prepaid Expenses via Issuance of Stock                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                               
|   | In January 2004 the Company issued one million shares of common stock in lieu of interest for two loans
totaling $1,000,000. At June 30, 2004 the prepaid interest balance was $148,000. The prepaid
interest is amortized over one year (the life of the loan). (See Note 5).

|   |                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Investments                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                      
|   | In April 2004 the Company entered into an agreement with Kuwaiti nationals to deploy the Companys
technology in the Kuwait. The Company owns 49% of the joint venture and will consolidate the entity.
As of the end of the six months ended June 30, 2004, there has been no investment by the Company
or expenses incurred from the joint venture.

|   |                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | Related Party Transactions                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                             
|   | In March 2004 the Company issued 50,000 shares of subscribed common stock to a director at $0.42 per
share for director services in the prior year.                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                             
|   | An officer was paid consulting fees of $75,000 during the quarter, under an employment contract. The
agreement is set to terminate on July 1, 2004.                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                             
|   | The Company had outstanding at June 30, 2004, a $500,000 note due to a related party, as well as a
$500,000 note payable to an officer. The Company issued 500,000 shares to each, the related party
and officer, in lieu of interest on these notes resulting in an interest rate of 29.6%.

|   |                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------
|6. | Capital Stock                                                                                                             
|   |                                                                                                                           
|   | In January 2004 one million subscribed common shares were issued for prepaid interest of $296,000 (See
Note 3).           
|   |                                                                                                                           
|   | Also in January 2004 one hundred thousand shares were issued at $0.85 per share for consulting services
valued at $85,000.
|   |                                                                                                                           

---



SULPHCO, INC. AND SUBSIDIARIES (A Company in the Development Stage)NOTES TO THE INTERIM FINANCIAL STATEMENTSJune 30, 2004 (unaudited)

| | In March 2004 fifty thousand subscribed common shares were issued for Director services valued in the prior year at $21,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | In June 2004, the Company entered into two private placements. The first private placement was to sell
2,978,333 units. The units consist of 2,978,333 shares of common stock at $0.90 per share, warrants
exercisable at $1.125 per share for 1,073,217 shares of common stock, and additional investment rights
entitling the purchaser to purchase up to 6,132,667 shares of common stock at a purchase price of
$0.90, and a warrant to purchase up to 2,146,433 shares at $1.125 per share. The second private placement
was to sell 2,030,960 units. The units consist of 2,030,960 shares of common stock at $1.25 per share,
warrants exercisable at $1.5625 per share for 731,846 shares of common stock, and additional investment
rights entitling the purchaser to purchase up to 2,090,989 shares of common stock at $1.25 per share
and a warrant to purchase up to 1,463,692 shares at $1.5625 per share. Investors purchased 1,490,000
units of the first offering and 1,015,000 of the second offering for $2,335,477 net of offering cost of $274,126.

|   |                                                                                    
|-- | -----------------------------------------------------------------------------------
|7. | Stock Options                                                                      
|   |                                                                                    
|   | No additional stock options were exercised during the 3 months ended
June 30, 2004.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company is currently the subject of an SEC investigation. The SEC alleges violations of Sections
5(a), 5(c) and 17(a) of the Securities Act of 1934 and Section 10(b) of the Securities Act of 1934
and Rule 10b-5 thereunder. The Company has retained council and has responded to the inquiry and
is awaiting response from the SEC. The outcome of the action is not determinable at this time. Any
such action could have a material adverse effect on the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Financial instruments, which potentially subject the Company to concentrations of credit risk, consist
mainly of cash equivalents. The Company maintains amounts on deposit with financial institutions,
which exceed federally insured limits. The Company has not experienced any significant losses in
such accounts, nor does management believe it is exposed to any significant credit risk.                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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SULPHCO, INC. AND SUBSIDIARIES(A Company in the Development Stage)NOTES TO THE INTERIM FINANCIAL STATEMENTSJune 30, 2004(unaudited)

| | There are various claims pending against the Company arising in the normal course of the Companys
business. Although the amount of liability at June 30, 2004, cannot be ascertained, management
is of the opinion that any resulting liability will not materially affect the Companys financial
position.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                              
| | In January 2004 the Company filed suit against a former director and their former stock transfer agent
for the remittance of $737,000 for the balance of a stock subscription payable to the Company.                                                                                                        
| |                                                                                                                                                                                                                                                                                                              
| | Subsequent Events                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                              
| | In August 2004, the Company entered into a Collaboration Agreement with ChevronTexaco Energy Technology
Co., to further evaluate and develop the Companys ultrasound technology.                                                                                                                            
| |                                                                                                                                                                                                                                                                                                              

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

| | (a)     |  | Exhibits.                                                                                                                          
| | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------
| |         |  |                                                                                                                                    
| | 4.1+    |  | Form of Additional Investment Rights initially issued on June
      3, 2004.                                                       
| |         |  |                                                                                                                                    
| | 4.2++   |  | Form of Additional Investment Rights initially issued on June 15, 2004.                                                            
| |         |  |                                                                                                                                    
| | 4.3+    |  | Form of Warrant initially issued on June 3, 2004.                                                                                  
| |         |  |                                                                                                                                    
| | 4.4++   |  | Form of Warrant initially issued on June 15, 2004.                                                                                 
| |         |  |                                                                                                                                    
| | 10.1**  |  | Executive Employment Agreement dated as of February 17, 2003, by and between SulphCo, Inc. and Kirk S. Schumacher.                 
| |         |  |                                                                                                                                    
| | 10.2*   |  | 2003 Non-Officer Limited Stock Appreciation Rights Plan.                                                                           
| |         |  |                                                                                                                                    
| | 10.3+   |  | Securities Purchase Agreement dated as of June 1, 2004, by and between SulphCo, Inc. and the Purchasers parties thereto.           
| |         |  |                                                                                                                                    
| | 10.4++  |  | Securities Purchase Agreement dated as of June 14, 2004, by and between SulphCo, Inc. and the Purchasers parties thereto.          
| |         |  |                                                                                                                                    
| | 10.5*** |  | Stock Option Agreement dated to be effective as of May 23, 2003, between SulphCo, Inc. and Patrick E. Lacy.                        
| |         |  |                                                                                                                                    
| | 10.6*** |  | Letter dated April 28, 2004 from Rudolf W. Gunnerman to the Board of Directors of SulphCo, Inc. regarding his financing commitment.
| |         |  |                                                                                                                                    
| | 31.1    |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.                        
| |         |  |                                                                                                                                    
| | 31.2    |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.                        
| |         |  |                                                                                                                                    
| | 32.1    |  | Certification of CEO and CFO Pursuant to 18 U.S.C.ss.1350, as Adopted Pursuant toss.906 of the Sarbanes-Oxley Act of 2002.         
| |         |  |                                                                                                                                    

---



* Incorporated by reference from the registrants Annual Report on Form 10-KSB (SEC File No. 333-27599)
as filed with the SEC on March 29, 2004.

** Incorporated by reference from the registrants Form 10-QSB for the quarter ended March 31,
2003 (SEC File No. 27599) as filed with the SEC on May 14, 2003.

|***   Incorporated by reference from the Companys Form 10-QSB for the quarter
ended June 30, 2004, as filed with the SEC on August 16, 2004.
|---------------------------------------------------------------------------------------------------------------------------------------------

+ Incorporated by reference from the registrants Form 8-K (SEC File No. 27599) as filed with
the SEC on June 4, 2004.

++ Incorporated by reference from the registrants Form 8-K (SEC File No. 27599) as filed with
the SEC on June 16, 2004.

(b) Reports on Form 8-K.

(1) On June 4, 2004, we filed a Current Report on Form 8-K under Items 5 and 7 to report the sale of
up to $2.6 million of units of our securities in a private placement pursuant to the securities purchase
agreements with certain institutional and individual investors, including filing the form of the
securities purchase agreement, warrant and additional investment rights, as well as the related press
release.

(2) On June 16, 2004, we filed a Current Report on Form 8-K under Items 5 and 7 to report the sale
of up to $2.5 million of units of our securities in a private placement pursuant to the securities
purchase agreements with certain institutional and individual investors, including filing the form
of the securities purchase agreement, warrant and additional investment rights, as well as the related
press release.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                         |  |                                             
|------------------------ |  | --------------------------------------------
|Dated:  February 8, 2005 |  | SULPHCO, INC. (Registrant)                  
|                         |  |                                             
|                         |  | /s/ Rudolf W. Gunnerman                     
|                         |  |                       
|                         |  | By: Rudolf W. Gunnerman                     
|                         |  | Its: Chairman of the Board of Directors     
|                         |  | and Chief Executive Officer                 
|                         |  |                                             
|                         |  |                                             
|                         |  | /s/ Alan L. Austin, Jr.                     
|                         |  |                       
|                         |  | By: Alan L. Austin, Jr.                     
|                         |  | Its: Vice President of Finance and          
|                         |  | Chief Financial Officer                     
|                         |  | (Principal Financial and Accounting Officer)
|                         |  |                                             

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