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

FORM 10-QSB/A

Amendment No. 2

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the quarterly period ended September 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: 56,129,385 shares of common stock issued and outstanding as of November 4, 2004.

Transitional Small Business Disclosure Format: YesoNo x

---



EXPLANATORY NOTE

SulphCo, Inc. (the Company) is filing this Form 10-QSB/A (Amendment No. 2)
to amend its Quarterly Report on Form 10-QSB for the period ended September 30, 2004 (the Original
Filing) filed on November 12, 2004 with the Securities and Exchange Commission (SEC)
as amended by Amendment No. 1 filed with the SEC on January 25, 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 September 30, 2004, and September 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 September 30, 2004, and September 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 No. 2 does
not amend any other information previously filed in the Original Filing. The Original Filing
is hereby superseded and amended with respect to the section set forth in this Amendment.

---



PART I  ITEM 1. FINANCIAL STATEMENTS

**SULPHCO, INC.****(A DEVELOPMENT STAGE COMPANY)**

**FINANCIAL STATEMENTS**

**FOR THE QUARTER ENDED****SEPTEMBER 30, 2004**

**(UNAUDITED)**

---



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

|ASSETS                                                                       
|-----------------------------------------------------------------------------
|                                                                             
|                                                                             
|Current Assets                                                               
|Cash                                                                         
|Related party accounts receivable (net of allowance for bad debts of $15,373)
|Prepaid expenses                                                             
|                                                                             
|                                                                             
|Total current assets                                                         
|                                                                             
|                                                                             
|Property and equipment (net of accumulated depreciation of $597,388)         
|                                                                             
|                                                                             
|Other Assets                                                                 
|Deferred tax asset (net of valuation allowance of $7,007,805)                
|Desulphurization 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                 
|53,662,234 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 Nine Months Ended September 30, 2004 and 2003(unaudited)

|                                    | Inceptionto date |             |      | For the Three Months EndedSeptember |   |            | For the Nine Months EndedSeptember 30 |  |     
|----------------------------------- | ---------------- | ----------- | ---- | ----------------------------------- | - | ---------- | ------------------------------------- |  | ----
|                                    |                  |             | 2004 |                                     |   | 2003       |                                       |  | 2004
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Revenue                             |                  |             |      |                                     |   |            |                                       |  |     
|Sales                               | $                | 42,967      |      |                                     | $ |           |                                       |  | $   
|Interest income                     |                  | 44,228      |      |                                     |   | 4,919      |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Total revenue                       |                  | 87,195      |      |                                     |   | 4,919      |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Expenses                            |                  |             |      |                                     |   |            |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Salary and wage expense             |                  | (8,176,381  | )    |                                     |   | (240,352   | )                                     |  |     
|Director fees                       |                  | (195,500    | )    |                                     |   |           |                                       |  |     
|General and administrative expenses |                  | (9,588,588  | )    |                                     |   | (468,685   | )                                     |  |     
|Research and development expenses   |                  | (1,614,371  | )    |                                     |   | (115,582   | )                                     |  |     
|Loss on disposal of asset           |                  | (221,711    | )    |                                     |   |           |                                       |  |     
|Depreciation expense                |                  | (637,193    | )    |                                     |   | (21,777    | )                                     |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Total expenses                      |                  | (20,433,744 | )    |                                     |   | (846,396   | )                                     |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Loss from operations                |                  | (20,346,549 | )    |                                     |   | (841,477   | )                                     |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Interest expense                    |                  | (274,011    | )    |                                     |   | (74,000    | )                                     |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Loss before income taxes            |                  | (20,620,560 | )    |                                     |   | (74,000    | )                                     |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Provision for income taxes          |                  |            |      |                                     |   |           |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Net loss                            |                  | (20,620,560 | )    |                                     |   | (915,477   | )                                     |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Loss per share:- basic              | $                | (0.60       | )    |                                     | $ | (0.02      | )                                     |  | $   
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Weighted average - basic            |                  | 33,887,420  |      |                                     |   | 53,679,734 |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Loss per share:- diluted            | $                | (0.60       | )    |                                     | $ | (0.01      | )                                     |  | $   
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     
|Weighted average - diluted          |                  | 34,059,001  |      |                                     |   | 61,261,665 |                                       |  |     
|                                    |                  |             |      |                                     |   |            |                                       |  |     

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)STATEMENT OF CASH FLOWSFor the Nine Months Ended September 30, 2004(unaudited)

|                                                      | Inceptionto Date |   |  | September 30,2004 |   |  | September 30,2003 |   | 
|----------------------------------------------------- | ---------------- | - |  | ----------------- | - |  | ----------------- | - | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|Cash Flows from Operating Activities                  |                  |   |  |                   |   |  |                   |   | 
|Net loss                                              | (20,620,560      | ) |  | (2,556,861        | ) |  | (1,636,957        | ) | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|Adjustments to reconcile net loss to net cash         |                  |   |  |                   |   |  |                   |   | 
|used in operating activities:                         |                  |   |  |                   |   |  |                   |   | 
|Depreciation expense                                  | 637,193          |   |  | 71,546            |   |  | 139,978           |   | 
|Shares issued for services                            | 5,523,518        |   |  | 213,700           |   |  | 16,000            |   | 
|Shares issued for interest expense                    | 74,000           |   |  | 74,000            |   |  |                  |   | 
|Loss on disposal of subsidiary                        | 221,711          |   |  |                   |   |  |                   |   | 
|Increase in allowance for doubtful debts              | 36,373           |   |  | 15,373            |   |  |                  |   | 
|increase in spare parts inventory                     | (101,606         | ) |  |                   |   |  |                   |   | 
|Increase in accounts receivable                       | (30,848          | ) |  | (30,617           | ) |  |                  |   | 
|Decrease in related party receivable                  | 1,359,185        |   |  |                  |   |  |                  |   | 
|Increase in work in progress                          | (583,470         | ) |  |                   |   |  |                   |   | 
|Decrease (increase) in prepaid expenses               | 33,627           |   |  | 43,099            |   |  | (4,477            | ) | 
|(Decrease) increase in accounts payable               | 67,250           |   |  | 40,996            |   |  | (114,054          | ) | 
|(Decrease) increase in accrued liabilities            | 71,691           |   |  | (30,442           | ) |  | (29,700           | ) | 
|Decrease in legal settlement                          |                 |   |  | (13,636           | ) |  | (65,909           | ) | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|Net cash used in operating activities                 | (13,311,936      | ) |  | (2,172,842        | ) |  | (1,695,119        | ) | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|Cash Flows from Investing Activities                  |                  |   |  |                   |   |  |                   |   | 
|Purchase of capital assets                            | (254,147         | ) |  |                  |   |  | (768,186          | ) | 
|Disposal of asset                                     | 60,061           |   |  | 60,061            |   |  |                  |   | 
|Investment in subsidiary                              | (220,086         | ) |  |                  |   |  |                  |   | 
|Payment of deposits                                   | (36,822          | ) |  |                  |   |  | (13,245           | ) | 
|Development of intangible assets                      | (15,843          | ) |  |                  |   |  |                  |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|Net cash provided by (used in) investing activities   | (466,837         | ) |  | 60,061            |   |  | (781,431          | ) | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|Cash Flows from Financing Activities                  |                  |   |  |                   |   |  |                   |   | 
|Proceeds from issuance of stock                       | 9,222,944        |   |  | 2,332,744         |   |  |                  |   | 
|Proceeds from exercise of stock options               | 145,250          |   |  | 145,250           |   |  | 16,500            |   | 
|Proceeds from stock subscriptions                     | 4,571,237        |   |  |                  |   |  | 3,575,000         |   | 
|Proceeds from issuance of related party notes payable | 4,170,000        |   |  | 500,000           |   |  |                  |   | 
|Proceeds from issuance of line of credit              | 750,000          |   |  |                  |   |  |                  |   | 
|Return of capital                                     | (118,427         | ) |  |                  |   |  |                  |   | 
|Principal payments on related party notes             | (420,000         | ) |  | (250,000          | ) |  | (170,000          | ) | 
|Payments on contracts payable                         | (250,000         | ) |  |                  |   |  |                  |   | 
|Principal payments on line of credit                  | (750,000         | ) |  |                  |   |  | (500,000          | ) | 
|Principal payments on advance from related party      | (2,191,285       | ) |  |                  |   |  |                  |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|Net cash provided by financing activities             | 15,129,719       |   |  | 2,727,994         |   |  | 2,921,500         |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|Net increase in cash and cash equivalents             | 1,350,946        |   |  | 615,213           |   |  | 444,950           |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|Cash and cash equivalents at inception,               | 1,350,946        |   |  |                   |   |  |                   |   | 
|period ending December 31, 2003 and 2002              |                 |   |  | 735,733           |   |  | 13,574            |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 
|Cash and cash equivalents at September 30, 2004       | 1,350,946        |   |  | 1,350,946         |   |  | 458,524           |   | 
|                                                      |                  |   |  |                   |   |  |                   |   | 

|Supplemental Information and Noncash Transactions                                                                                                             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                              
|During the nine months ended September 30, 2004, and 2003, $6,000 and $20,298 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.                                                                    
|                                                                                                                                                              
|In July 2004 forty-five thousand shares were issued for marketing consulting in the amount of $128,700.                                                       

The Accompanying Notes are an Integral Part of the Financial Statements

---



SULPHCO, INC. AND SUBSIDIARIES(A Company in the Development Stage)NOTES TO THE INTERIM FINANCIAL STATEMENTSSeptember 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 of, to market and deploy
the Companys technology in Kuwait. There was no activity in the entity during the quarter ended
September 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 well 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.                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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

|3. | Prepaid Expenses via Issuance of Stock                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                        
|   | In January 2004 the Company issued one million shares of common stock, to a related party, in lieu
of interest for two loans totaling $1,000,000. At September 30, 2004 the prepaid interest balance
was $74,000. The prepaid interest is amortized over one year (the life of the loan). (See Note 5).
|   |                                                                                                                                                                                                                                                                                                        
|   | In July 2004 the Company issued forty-five thousand shares of common stock as consideration for consulting
service for a one year period. The total value of the services was $128,700. As of September 30,
2004 the prepaid consulting expense was $107,250.                                          
|   |                                                                                                                                                                                                                                                                                                        
|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 three months ended September 30, 2004, there was no investment in or expenses
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 $120,000 during the quarter, under an employment contract. The
agreement is set to terminate on June 30, 2005.                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                            
| | The Company had outstanding at September 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 effective interest rate of
29.5%.
| |                                                                                                                                                                                                                                                                                                            

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

|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In July 2004 forty-five thousand shares were issued at $2.86 per share for consulting services valued
at $128,700. (See Note 3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | No additional stock options were exercised during the 3 months ended September 30, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---



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



|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.                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | There are various claims pending against the Company arising in the normal course of the Companys
business. Although the amount of liability at September 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.                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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PART II - ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

|Assigned
    Number |  | Description                                                                                                                 
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|                    |  |                                                                                                                             
|                    |  |                                                                                                                             
|(31.1)              |  | Certifications of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.                
|                    |  |                                                                                                                             
|(31.2)              |  | Certifications of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.                
|                    |  |                                                                                                                             
|(32.1)              |  | Certifications of CEO and CFO Pursuant to 18 U.S.C. §. 1350, as Adopted Pursuant to §.906 of the Sarbanes-Oxley Act of 2002.
|                    |  |                                                                                                                             
|                    |  |                                                                                                                             

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SIGNATURES

In
accordance with Section 13 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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