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


                                   FORM 10-QSB


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

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

                           Commission File No. 0-27599


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

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


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

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

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

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

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

                                       1
<PAGE>

PART I

Item 1.  Financial Statements.


                  SULPHCO, INC.--A DEVELOPMENT STAGE ENTERPRISE

                                     PART 1
                              Financial Information
                             For the Quarter ending
                                 March 31, 2001

ITEM 1:
         Balance Sheet - Assets
         Balance Sheet - Liabilities and Stockholders' Equity
         Statement of Operations
         Statement of Stockholder's Equity
         Statement of Cash Flows
         Notes to the Financial Statements


                                       F-1
<PAGE>


                  SULPHCO, INC.--A DEVELOPMENT STAGE ENTERPRISE
                           (Formerly FilmWorld, Inc.)

                                 BALANCE SHEETS

                                     ASSETS


                                                        March 31,   December 31,
                                                          2001         2000
                                                      (Unaudited)    (Audited)
                                                       ----------   ----------
Current Assets:
     Cash and cash equivalents                         $1,023,139   $   98,010
     Stock subscriptions receivable                          --        208,500
     Other receivables                                     21,885       18,435
                                                       ----------   ----------

             Total Current Assets                       1,045,024      324,945
                                                       ----------   ----------

Property, Plant, & Equipment:
     Machines and equipment                               558,949      393,613
     Furniture and fixtures                                25,111       19,057
     Leasehold improvements                                 9,826            0
                                                       ----------   ----------
                                                          593,886      412,670
     Less: Accumulated depreciation                        53,171       21,171
                                                       ----------   ----------

                Total Property, Plant & Equipment         540,715      391,499
                                                       ----------   ----------

Other Assets
     Patent costs (appraised at $10,000,000, note 4)      854,712       15,843
                                                       ----------   ----------

                Total Other Assets                        854,712       15,843
                                                       ----------   ----------


          TOTAL ASSETS                                 $2,440,451   $  732,287
                                                       ==========   ==========

    The accompanying notes are an integral part of these financial statements

                                       F-2
<PAGE>

                  SULPHCO, INC.--A DEVELOPMENT STAGE ENTERPRISE

                           BALANCE SHEETS (CONTINUED)

                       LIABLITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                   March 31,      December 31,
                                                                     2001             2000
                                                                 (Unaudited)        (Audited)
                                                                -------------    -------------
Current Liabilities:
<S>                                                             <C>              <C>
     Accounts payable                                           $     152,282    $      18,754
     Accrued expenses                                                  47,072           33,427
     Contract payable - shareholder                                   115,000          200,000
     Note payable - shareholder                                          --            100,000
                                                                -------------    -------------

        Total Current Liabilities                                     314,354          352,181
                                                                -------------    -------------

Stockholders' Equity:
     Common stock, $.001 par value;                               100,000,000           shares
        authorized;  22,712,800 and                                21,200,000    shares  issued
        and  outstanding  at March 31,  2001 and December 31,
        2000, respectively                                             22,713           21,200
     Preferred stock, $.001 par value,10,000,000 shares
        authorized, none issued                                             0                0
     Additional paid-in capital                                     2,809,092          622,136
Stock subscribed                                                          820
Deficit accumulated during the development stage                     (705,708)        (264,050)
                                                                -------------    -------------

        Total Stockholders' Equity                                  2,126,097          380,106
                                                                -------------    -------------


        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $   2,440,451    $     732.287
                                                                =============    =============
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       F-3
<PAGE>

<TABLE>
<CAPTION>

                  SULPHCO, INC.--A DEVELOPMENT STAGE ENTERPRISE

                            STATEMENTS OF OPERATIONS

                                          Three Months Ended       Three Months Ended      Inception
                                        ---------------------    ----------------------    ----------
                                        March 31    March 31,    March 31,     March 31,      To
                                          2001         2000        2001         2000       03/31/01
                                      (Unaudited)   (Audited)   (Unaudited)   (Audited)   (Unaudited)
                                       ---------    ---------    ---------    ---------    ----------

<S>                                    <C>          <C>          <C>          <C>          <C>
Net Sales                              $    --      $    --      $    --      $    --      $    --
Cost of Sales                               --           --           --           --           --
                                       ---------    ---------    ---------    ---------    ---------
     Gross Profit                           --           --           --           --           --
Operating Expenses:
  Labor costs                             76,970         --         76,970         --        112,488
  Outside services                       195,967         --        195,967         --        227,819
  Travel                                  34,763         --         34,763         --         53,366
  Other general & administrative          50,798          565       50,798          565       78,575
  Research and development                83,160         --         83,160         --         83,160
                                       ---------    ---------    ---------    ---------    ---------

      Total Operating Expenses           441,658          565      441,658          565      555,408

       Loss from Operations
                                        (441,658)        (565)    (441,658)        (565)    (555,408)
                                       ---------    ---------    ---------    ---------    ---------
Other Income (Expense):
  Other Income                              --           --           --           --           --
  Forgiveness of debt                       --           --           --           --           --
  Organizational Costs                      --           --           --           --           --
  Interest Income                           --           --           --           --       (150,000)
  Dividend Income                           --           --           --           --           --
  Interest Expense                          --           --           --           --           --
  Loss on disposition of Fixed
    Assets or
   Securities                               --           --           --           --           --
                                       ---------    ---------    ---------    ---------    ---------

      Total Other Income and Expense        --           --           --           --           --
                                       ---------    ---------    ---------    ---------    ---------

Net Loss                               $(441,658)   $    (565)   $(441,658)   $    (565)   $(705,708)
                                       =========    =========    =========    =========    =========

Loss per Common Share                               $  (0.020)           $    $  (0.020)   $    --
                                       =========    =========    =========    =========    =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                  SULPHCO, INC.--A DEVELOPMENT STAGE ENTERPRISE

                       STATEMENTS OF STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1999, AND 2000
              AND THE THREE MONTHS ENDED MARCH 31, 2001 (UNAUDITED)



                                                                                                               Accum.
                                                                               Additional                     Deficit
                                                         COMMON STOCK           Paid-in       Retained      Development
                                                    Shares          Amount      Capital       Earnings         Stage
                                                  -----------   -----------   -----------    -----------    -----------
<S>                                               <C>           <C>           <C>             <C>           <C>
Balance December 31, 1997                             779,266   $       779   $ 1,141,812     (1,346,683)          --
                                                  -----------   -----------   -----------    -----------    -----------
Stockholders' contribution to paid in
   capital                                               --            --           4,836           --             --
                                                  -----------   -----------   -----------    -----------    -----------
Net profit for the year ending
   December 31, 1998                                     --            --            --          185,818           --
                                                  -----------   -----------   -----------    -----------    -----------

  Balance December 31, 1998                           779,266           779     1,146,648     (1,160,865)          --
                                                  -----------   -----------   -----------    -----------    -----------
Stockholder's contribution to paid-in
    capital                                              --            --          12,883           --             --
                                                  -----------   -----------   -----------    -----------    -----------
Issuance of shares for cash,
    Net of offering costs                             615,034           615        52,150           --             --
                                                  -----------   -----------   -----------    -----------    -----------
Stock issued for services at
    part                                            1,168,898         1,169          --             --             --
                                                  -----------   -----------   -----------    -----------    -----------
Stock issued for film inventory
    (at cost)                                       5,229,460         5,230       514,770           --             --
                                                  -----------   -----------   -----------    -----------    -----------
Stock issued for services at par                       55,859            56          --             --             --
                                                  -----------   -----------   -----------    -----------    -----------
Quasi Reorganization                                     --            --      (1,163,065)     1,163,065           --
                                                  -----------   -----------   -----------    -----------    -----------
Net (loss) for the year ending
   December 31, 1999                                     --            --            --           (2,200)      (194,810)
                                                  -----------   -----------   -----------    -----------    -----------

  Balance December 31, 1999                         7,848,517   $     7,849    $ 563, 386           --      $  (194,810)
                                                  -----------   -----------   -----------    -----------    -----------
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                  SULPHCO, INC.--A DEVELOPMENT STAGE ENTERPRISE

                 STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1999, AND 2000
              AND THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)


                                                                                                               Accum.
                                                                                     Additional               Deficit
                                                              COMMON STOCK            Paid-in     Retained  Development
                                                           Shares         Amount      Capital     Earnings     Stage
                                                       -----------    -----------    -----------    ----   -----------
<S>                                                    <C>            <C>              <C>        <C>      <C>
Balance December 31, 1999                                7,848,517    $     7,849      $563, 386     --    $  (194,810)

Stock relinquished                                      (6,648,517)        (6,649)      (477,252)    --           --

Stock issued - acquisition of GRD, Inc.                 20,000,000         20,000        536,002     --           --
Net (loss) for the year ending
   December 31, 2000                                          --             --             --       --        (69,240)
                                                       -----------    -----------    -----------    ----   -----------

  Balance December 31, 2000                             21,200,000         21,200        622,136     --       (264,050)

Stock issued for fees and services                         342,800            343        976,637     --           --

Stock issued for cash                                    1,170,000          1,170        999,650     --           --

Cash received for stock to be issued                          --             --          210,669     --           --

                                                       -----------    -----------    -----------    ----   -----------
Net (loss) for the three months ending
   March 31, 2001                                             --             --             --       --     (1,278,478)
                                                       -----------    -----------    -----------    ----   -----------

  Balance March 31, 2000                                22,712,800    $    22,713    $ 2,809,092    $--    $(1,542,528)
                                                       -----------    -----------    -----------    ----   -----------
</TABLE>

                                      F-6
<PAGE>



<TABLE>
<CAPTION>

                  SULPHCO, INC.--A DEVELOPMENT STAGE ENTERPRISE

                            STATEMENTS OF CASH FLOWS

                                                                                                                 1/13/87
                                                                       Three Months Ended                     (Inception) to
                                                                  March                  March                     March
                                                                31, 2001               31, 2000                  31, 2001
                                                               (Unaudited)            (Unaudited)               (Unaudited)
                                                              -----------              -----------              -----------
<S>                                                           <C>                      <C>                      <C>
Reconciliation of Net Loss to Net Cash
 Operating Activities:
Net Loss                                                      $  (441,658)             $      (565)             $  (705,708)
Adjustments to Reconcile Net Loss to
  Net Cash Provided by (Used in)
  Operating Activities:
    Depreciation                                                   32,000                     --                     39,028
    Stock for services                                            142,500                     --                    142,556
    (Increase) Decrease in:
        Receivables                                                (3,450)                    --                     (4,950)
       Other assets                                                (4,389)                    --                         61
     Increase (Decrease) in:
         Accounts Payable                                         133,528                   (3,600)                 151,836
         Other Current Liabilities                                 13,645                     --                     38,136
                                                              -----------              -----------              -----------
  Net Cash Provided (Used) by
     Operating Activities                                        (127,824)                  (4,165)                (339,041)
                                                              -----------              -----------              -----------
  Investment Activities:
     Investment in film rights                                   (536,400)
     Investment in plant and equipment                           (181,216)                    --                   (191,057)
                                                              -----------              -----------              -----------
  Net Cash Provided by (Used in)
    Investment Activities                                        (181,216)                       0                 (727,457)
                                                              -----------              -----------              -----------
Financing Activities:
  Advance from Entertech Media Group                                 --                      5,000                     --
  Stockholder Loan                                                 79,000                     --                     88,335
  Contributions to Capital                                      1,245,625                     --                  1,941,758
                                                              -----------              -----------              -----------
  Increase in contract payable                                       --                       --                    150,000
  Repayment of contract payable                                   (50,000)                    --                    (50,000)
  Repayment of stockholder loans                                  (40,456)                    --                    (40,456)
Net Cash Provided (Used) in                                     1,234,169                    5,000                2,089,637
                                                              -----------              -----------              -----------
        Investing Activities
   Increase (Decrease) in Cash and Cash
       Equivalents                                                925,129                      835                1,023,139
   Cash at Beginning of Period                                     98,010                       73                        0
Cash at End of Year                                           $ 1,023,139              $       908              $ 1,023,139
                                                              ===========              ===========              ===========

</TABLE>
                                      F-7
<PAGE>


                                  SULPHCO, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                      MARCH 31, 2001 AND DECEMBER 31, 2000

Note 1 - ORGANIZATION AND NATURE OF BUSINESS

SulphCo,  Inc. ("the Company") is a Development  Stage  Enterprise as defined by
FASB  statement  No.  7,   "Accounting   and  Reporting  by  Development   Stage
Enterprises."

The Company was  originally  organized  under the laws of the State of Nevada on
December 23, 1986,  under the name Hair Life,  Inc. The Company became  inactive
during 1987 and remained inactive until September 1, 1994. On September 1, 1994,
the  shareholders  of the Hair  Life,  Inc.  and the "The  Patterson  Group"  (a
California S Corporation)  approved a reverse acquisition  agreement whereby The
Patterson Group became a wholly owned subsidiary of Hair Life, Inc., in exchange
for  4,500,000  shares of common stock (after  giving  effect to a reverse stock
split) of Hair Life, Inc. Hair Life, Inc. then changed its name to The Patterson
Group. The Patterson Group changed its  capitalization by a reverse split of the
then  outstanding  common stock of one new share for each forty old shares.  The
Patterson Group conducted operations via 2 subsidiaries until approximately June
1998,  at  which  time one  subsidiary  sought  relief  under  Chapter  7 of the
bankruptcy laws in the United States  Bankruptcy  Court for the Central District
of California. The effects of the bankruptcy were reflected in the 1997 audit of
The Patterson Group. Another subsidiary, APF Holdings (aka Blue Parrot Holdings)
also  discontinued  operations  in 1998,  after which time The  Patterson  Group
transferred  all interest in it to the  majority  shareholder  of The  Patterson
Group. By December 31, 1998, The Patterson Group had discontinued all operations
and remained dormant until May 1999,

In May of 1999, the majority  shareholder of The Patterson Group sold his common
stock in The Patterson  Group  (equaling  approximately  90% of the  outstanding
common  stock).  On or about  July 18,  1999,  the new  shareholders  funded the
Company  with  $50,000 and film  rights with a cost basis of $525,000  (which is
also the current fair market value) after giving effect to a ten for one reverse
split and changing the corporate name to FilmWorld,  Inc. The Company authorized
a capitalization of 100,000,000  shares of common stock and 10,000,000 shares of
preferred stock, with a par value of $0.001 per share.

On July 19, 1999, the  stockholders  of the Company  approved a plan of informal
quasi  reorganization.  This  plan  eliminated  its  then  retained  deficit  of
$1,163,065 and lowered additional paid in capital by the same amount.

On December 4, 2000,  through a reverse  merger the Company  acquired GRD, Inc.,
see note 3. The  shareholders of GRD, Inc. became the shareholders of FilmWorld,
Inc.  GRD,  Inc.  changed  its name to SulphCo,  Inc.  on March 7, 2001.  At its
shareholder  meeting of April 9, 2001, the  shareholders  approved the merger of
the Company with its wholly-owned  subsidiary,  SulphCo, Inc. and the concurrent
change of the Company name to SulphCo, Inc.


                                      F-8
<PAGE>



                                  SULPHCO, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                      MARCH 31, 2001 AND DECEMBER 31, 2000


Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPALS OF CONSOLIDATION:
The accompanying  consolidated  financial statements include the accounts of the
company and it's subsidiary (see note 1) SulphCo, Inc. Intercompany transactions
and balances have been eliminated in consolidation.

CASH EQUIVALENTS:
The Company records as cash equivalents all highly liquid short-term investments
with original maturates of three months or less.

NATURE OF BUSINESS:
SulphCo,   Inc.  has  an  application   for  a  product   patent,   which  is  a
desulfurization unit that removes sulfur from crude oils.

PROPERTY, PLANT, AND EQUIPMENT:
Equipment is recorded at cost or estimated costs, see note, and depreciated over
its useful life generally on a double declining balance method.

INCOME TAXES:
The Company  adopted  Financial  Accounting  Statement No. 109,  "Accounting for
Income Taxes," which requires recognition of deferred tax liabilities and assets
for the expected  future tax  consequences  of events that have been included in
the  financial  statements  or  tax  returns.  The  Company  made  the  required
calculation based upon the difference between financial statements and tax bases
of assets  and  liabilities  using tax rates in effect for the year in which the
differences were expected to reverse. See also note 9.

EARNINGS PER SHARE AND OPTIONS:
The earnings per share  calculation  is based on the weighted  average number of
shares of common  stock and  common  stock  equivalents  outstanding  during the
period which was 21,917,511.

As of March 31, 2001, options to purchase  10,531,000 shares of common stock had
been  granted,  including  9,600,000 at $0.50 per share and 931,000 at $1.50 per
share. The options are not included in the earnings per share  calculations,  as
the options are anti-dilutive.

USE OF ESTIMATES:
The preparation of financial  statements in conformity  with generally  accepted
accounting principals requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from management's estimates.

                                      F-9
<PAGE>



                                  SULPHCO, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                      MARCH 31, 2001 AND DECEMBER 31, 2000

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

ORGANIZATIONAL COSTS:
The Company has adopted  Statement of Position  ("SOP") 98-5;  "Reporting on the
Costs of Startup  Activities"  issued in April 1998 by the Accounting  Standards
Executive  Committee of the American Institute of Certified Public  Accountants.
Pursuant to SOP 98-5,  organizational  costs are expensed as incurred instead of
being capitalized and amortized.

NOTE 3 - ACQUISITION OF SUBSIDIARY

On December 4, 2000, in a reverse merger, SulphCo, Inc. acquired the majority of
the outstanding stock of FilmWorld,  Inc.  simultaneously  exchanged  FilmWorld,
Inc. stock for SulphCo,  Inc. stock and transferred  the SulphCo,  Inc. stock to
FilmWorld,  Inc. prior to the stock acquisition,  most of FilmWorld, Inc. assets
and  liabilities  were  distributed to the  stockholders.  The  transaction  was
accounted  for as a  pruchase  but  because  of  the  relationship  between  the
corporations,  the assets and liabilities are stated at predecessor's book value
similar to a pooling of interest.  The results of operations of SulphCo, Inc. is
included in the accompanying financial statement since the date of acquisition.

FilmWorld,  Inc. reacquired and retired 6,648,517 shares of its common stock and
issued 20,000,000 shares of common stock (94%) to the new shareholders.  The net
book value of SulphCo,  Inc. at December  4, 2000 was  $285,099.  SulphCo,  Inc.
assets at December 4, 2000 consisted of assets contributed to the Company by its
majority  shareholder.  The assets were transferred at estimated cost, including
value of Dr. R. W. Gunnerman's time. The major asset was machinery and equipment
for  design   and   manufacture   of  the   SulphCo   self-contained   petroleum
desulfurization machine with technical and machine design engineering.

NOTE 4 - PATENT COSTS

Patent costs  consist of attorney fees for patent  applications  and issuance of
stock for patent  rights on patents  pending.  The stock  issuance was valued at
$2.85 per  share  based on a sale of other  restricted  shares at about the same
time. The patents' value has been estimated by Financial  Strategies  Consulting
Group, LLC to likely exceed $10,000,000.

NOTE 5 - NOTES PAYABLE TO SHAREHOLDERS

Note payable to shareholders consisted of the following as of March 31, 2001 and
December 31, 2000:

                                                           3/31/01    12/31/00
                                                           -------    --------
Amount due on contract  dated July 23, 1999
 and revised on December 4, 2000,  to  Hidden
 Splendor resources, payable on
 demand with no interest                                  $115,000   $200,000

Advances from R. W. Gunnerman payable on
 demand with no interest                                      --      100,000
                                      F-10
<PAGE>

                                  SULPHCO, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                      MARCH 31, 2001 AND DECEMBER 31, 2000

NOTE 6 - STOCK SUBSCRIPTIONS RECEIVABLE

Two shareholders had signed  promissory notes for the purchase of 820,000 shares
of common stock at $0.50 per share.  Total stock  subscriptions were $410,000 of
which $201,500 was paid prior to the 2000 year end and the remaining was paid by
February 14, 2001.

NOTE 7 - PAID IN CAPITAL

Paid in capital includes $210,669 of advances for shares to be issued.

NOTE 8 - LEASE COMMITMENTS

The  Company  leases  its  office  space  from Neil Road  Properties  whose sole
proprietor is Dr. R.W. Gunnerman (the majority stockholder of the Company).  Its
initial  lease  commenced  September 1, 2000 with rent of $4,650 per month.  The
lease expires August 31, 2003. On March 1, 2001, a lease  commenced on new space
which the Company  moved into with rent of $6,500 per month.  The lease  expires
February 28, 2004.

Lease payments due for future periods are as follows:

         Balance of 2001                          $100,352
         2002                                      133,802
         2003                                      115,201
         2004                                       13,000
                                               -----------
                                                  $362,355

NOTE 9 - INCOME TAXES

The Company has net operating loss carry forwards of approximately $69,000 which
can be carried  forward to offset future  taxable  earnings until the year 2015.
Prior losses will be of nominal value  because of the change in  ownership.  See
also note 2.

NOTE 10 - DIVIDEND POLICY

The Company has paid no dividends since inception.

NOTE 11 - RELATED PARTY TRANSACTIONS

See notes 3, 5, 6 and 14.

NOTE 12 - RESEARCH AND DEVELOPMENT

The  Company  has a  contract  with  Professor  T. F. Yen at the  University  of
Southern  California wherein he performs research for the Company.  The original
agreement  required  payments  of  $100,000  each in 1999 and  2000.  In 2000 an
additional  $75,000 was paid.  The  contract  was  extended  through 2001 for an
additional $100,000.
                                      F-11
<PAGE>

                                  SULPHCO, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                      MARCH 31, 2001 AND DECEMBER 31, 2000


NOTE 13 - NONCASH ACTIVITIES

The Company acquired patent rights, see note 4, issuing 292,800 shares of stock.
It also issued 50,000 shares of stock for services  received.  These shares were
valued at $2.85 per share based upon a sale of 350,000  shares for $1,000,000 at
about the same time.

NOTE 14 - SUBSEQUENT EVENTS

During April,  2001 the Company issued  574,750 shares of common stock:  200,000
for  services  and  350,000  for cash of  $1,037,125,  $37,125 of which had been
received by March 31, 2001.

In  April,  2001,  the  Company  made  loans  to  the  majority  shareholder  of
$2,000,000,  of which  $243,000  was  repaid.  The loans  bear  interest  at the
prevailing prime rate.
                                      F-12
<PAGE>


Item 2.  Management Discussion and Analysis or Plan of Operation.

         Statements   contained   herein  that  are  not  historical  facts  are
forward-looking  statements,  as that term is defined by the Private  Securities
Litigation  Reform Act of 1995.  Although the Company  believes that expectation
reflected in such forward-looking statements are reasonable, the forward-looking
statements  are subject to risks and  uncertainties  that could cause results to
differ  from  those  projected.   The  Company   cautions   investors  that  any
forward-looking  statements  made by the  Company are not  guarantees  of future
performance  and that  actual  results may differ  materially  from those in the
forward-looking   statements.   Such  risks  and  uncertainties   include,  with
limitation:   well  established   competitors  who  have  substantially  greater
financial  resources and longer operating  histories,  changes in the regulatory
environment in which the Company competes, and access to sources of capital.

Plan of Operation

1.       Completion of Reorganization

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

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

2.       Business Plans

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

                                       2
<PAGE>

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

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

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

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

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

         The Company's  plans also could be adversely  impacted by the patenting
process for the devises and methods  which  comprise the  Company's  proprietary
technology. In this regard, the need to keep aspects of the Company's technology
secret during the patenting process could delay the Company's plans to bring its
proprietary technology to market.

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

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

3. Research and Development.

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

                                       3
<PAGE>

4. Facilities and Personnel.

         In late  February and early March of 2001,  the Company  moved into its
new facility at 1650 Meadow Wood Lane, Reno,  Nevada. The Company new facilities
include a research  laboratory as well as the Company's  business  offices.  The
Company  expect to employee  approximately  12 people at any one time as part of
its business  plans for 2001,  though the Company may  experience an increase or
decrease  in that  number as its  needs  require  and as is  normal  in  general
business operations.


PART II

Item 1.  Legal Proceedings.

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

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

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

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

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

                                       4
<PAGE>

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

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

Item 2.  Changes in Securities.

         (a) Recent Sales of Common Shares.

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

         On February 14, 2001,  the Company  issued 700,000 shares of its common
stock to Dr. Rudolph  Gunnerman in connection with Dr.  Gunnerman's  exercise of
stock options granted Dr.  Gunnerman in December of 2000.  Pursuant to the terms
of that  option,  the  purchase  price for the shares was $0.50 per share.  Such
shares were issued  pursuant to the exemption  from  registration  under Section
4(2) of the Securities  Act of 1933, as amended.  The  certificate  representing
such shares bears an appropriate  restrictive legend regarding the resale of the
sales.

         On February 14, 2001,  the Company  issued 120,000 shares of its common
stock to Dr. Mark T. Cullen in connection  with Dr.  Cullen's  exercise of stock
options  granted Dr.  Cullen in December of 2000.  Pursuant to the terms of that
option,  the purchase price for the shares was $0.50 per share. Such shares were
issued  pursuant to the exemption  from  registration  under Section 4(2) of the
Securities Act of 1933, as amended.  The  certificate  representing  such shares
bears an appropriate restrictive legend regarding the resale of the sales.

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

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

                                       5
<PAGE>

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

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

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

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

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


Item 3.  Defaults Upon Senior Securities.

         None.

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

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

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

         1.  elected directors;

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

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

         (a)   Election of Directors

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

                                       6
<PAGE>

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

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

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

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

         (b)   Merger with Subsidiary.

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

         The shareholder approved the merger by the following vote:

Votes cast for:  20,338,512

Votes cast against: 0

Voted abstaining: 0

         (c)   Ratification of Selection of Independent Auditor.

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

                                       7
<PAGE>

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

Votes cast for:  20,338,512

Votes cast against: 0

Voted abstaining: 0

Item 5.  Other Information.

         None.

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

         (a) Exhibits.

         (b) Reports on Form 8-K.

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

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

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

May 14, 2001                      SULPHCO, INC.

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

                                       8
<PAGE>