**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**





**Amendment
      No. 2**








[X ] 
      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





**For
      the fiscal year ended December 31, 2005**








[  ] TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
      file no. **001-32636**





**S** **ULPH** **C** **O, INC.** ****







**Nevada**
            **88-0224817**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification Number)





**850
                Spice Islands Drive, Sparks, NV**
            **89431**(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
      telephone number **(775)
      829-1310**





Securities
      registered pursuant to Section 12(b) of the Act: ****





**Common
      Stock, Par Value $0.001 Per Share**


(Title
      of
      class)





Securities
      registered pursuant to Section 12(g) of the Act: **None**








Check
      whether issuer is not required to file reports pursuant to Section 13 or 15(d)
      of the Exchange Act. [  ]





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filings requirements for the past 90 days.


Yes
      [X]    No [  ]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to the Form 10-KSB.  [  ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes
      [
 ]    No [X]









State
      issuer's revenues for its most recent fiscal year: The Company had no revenue
      for the year ending December 31, 2005.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days: On March 22, 2006, the aggregate market
      value of the voting and non-voting common equity held by non-affiliates, based
      on the closing price of which the common equity was sold on that date, equals
      $247,043,914.





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. The number of shares of Common Stock
      outstanding on April 26 ,
      2006,
      was 72,403,410.





Documents
      incorporated by reference:  None.





Transitional
      Small Business Disclosure Format (Check One):   Yes [
 ]    No [X]







**EXPLANATORY
      NOTE**




SulphCo,
      Inc. (the "Company") is filing this Form 10-KSB/A ("Amendment No. 2") to amend
      its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005,
      filed on March 31, 2006, with the Securities and Exchange Commission ("SEC"),
      as
      amended by Amendment No. 1 (the "Original Filing") in order to refile in its
      entirety "Part II - Item 8A. Controls and Procedures." This Amendment No. 2
      does
      not amend any other items filed in the Original Filing.





The
      Original Filing is hereby superseded and amended with respect to the information
      set forth in this Amendment No. 2.


2


**PART
      II**





**ITEM
      8A.   CONTROLS AND PROCEDURES**





The
      Company maintains disclosure controls and procedures designed to ensure that
      information required to be disclosed in reports filed under the Securities
      Exchange Act of 1934, as amended, is recorded, processed, summarized and
      reported within the specified time periods and that such information is
      accumulated and communicated to management to allow timely decisions on required
      disclosure.





As
      of the
      end of the period covered by this report, the Company’s management evaluated,
      with the participation of the Company’s Chief Executive Officer and Chief
      Financial Officer, the effectiveness of the Company’s disclosure controls and
      procedures. Based on the evaluation, the Company’s Chief Executive Officer and
      Chief Financial Officer concluded that, due to a number of material weaknesses
      in the Company’s disclosure controls and procedures, the Company’s disclosure
      controls and procedures were not effective as of the end of the period covered
      by this Report.





Subsequent
      to September 30, 2005, in connection with the preparation and audit of our
      financial statements for the year ended December 31, 2005, our management and
      our independent registered public accounting firm identified deficiencies in
      disclosure controls and procedures including the following:





·  We
      did
      not have adequate controls over the accounting, review and processing of
      transactions involving decisions to expense or capitalize certain items
      involving research and development, fixed assets and patent
      maintenance.





·  We
      did
      not have adequate transaction controls over the accounting, review and
      processing of liability recognition at the end of accounting
      periods.




·  We
      did
      not have adequate controls over the accounting, review and processing of
      transactions involving issuances of stock and options or cash
      commitments.




In
      light
      of these weaknesses the Company’s management performed additional analysis and
      other post-closing procedures to ensure that the financial statements are
      prepared in accordance with generally accepted accounting principles.
      Accordingly, management believes that the financial statements included in
      this
      report fairly present in all material respects our financial position, results
      of operations and cash flows for the periods presented.





In
      order
      to correct these material weaknesses in the effectiveness of our disclosure
      controls and procedures, management of the Company, in consultation with the
      Audit Committee, is in the process of reviewing policies and procedures in
      place
      with a view towards supplementing existing procedures and adopting new
      procedures. The Company's management and Audit Committee have discussed the
      matters disclosed in this Item 8A with the Company's independent registered
      public accounting firm.





At
      the
      end of March, 2006 we began, and since such time we have subsequently completed,
      written policies for all areas wherein material weaknesses in disclosure
      controls and procedures have been identified. These were submitted for review
      by
      the Audit Committee and the Company’s registered public accounting
      firm  in
      May,
      2006. The accounting staff has been apprised of these policies and the Chief
      Financial Officer has been charged with assigning specific tasks to accounting
      personnel to execute such policies.





There
      were no changes in the Company’s internal control over financial reporting that
      occurred during the Company’s fiscal quarter  ended
      December 31, 2005 that have materially affected, or are reasonably likely to
      materially affect, the Company’s internal control over financial
      reporting.




3


**PART
      III**





**ITEM
      13. EXHIBITS**





31.1
            Certifications
                pursuant to Rule 13a-14 under the Securities Exchange Act of
                1934.31.2
            Certifications
                pursuant to Rule 13a-14 under the Securities Exchange Act of
                1934.32.1
            Certification
                of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to 906 of
                the Sarbanes-Oxley Act of 2002.





**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.


SULPHCO,
                INC.June
                8, 2006
            By:
            /s/ Rudolf
                W. GunnermanRudolf
                W. Gunnerman,
              Chairman
                of the Board and
              Chief
                Executive Officer





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




/s/
                Rudolf W. Gunnerman
            
            Chairman
                of the Board, Chief Executive
            
            June
                8, 2006Rudolf
                W. Gunnerman
            
            Officer,
                Director(Principal
                Executive Officer)/s/
                Loren J. Kalmen
            
            Chief
                Financial Officer
            
            June
                8, 2006Loren
                J. Kalmen
            
            (Principal
                Financial Officer andPrincipal
                Accounting Officer)/s/
                Richard L. Masica
            
            Director
            
            June
                8, 2006Richard
                L. Masica/s/
                Robert Henri Charles van Maasdijk
            
            Director
            
            June
                8, 2006Robert
                Henri Charles van Maasdijk/s/
                Raad Alkadiri
            
            Director
            
            June
                8, 2006Raad
                Alkadiri/s/
                Hannes Farnleitner
            
            Director
            
            June
                8, 2006Hannes
                Farnleitner/s/
                Christoph Henkel
            
            Director
            
            June
                8, 2006Christoph
                Henkel/s/
                Michael T. Heffner
            
            Director
            
            June
                8, 2006Michael
                T. Heffner






4