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

                                  FORM 10-KSB/A

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

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

                     For the period ended December 31, 2000

                         Commission file number 0-27599


                                  SULPHCO, INC.
                      (Formerly known as FilmWorld, Inc.)
                      -----------------------------------
                 (Name of Small Business Issuer in its Charter)



           Nevada                                                 88-0222729
---------------------------------                            -------------------
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)


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

Issuer's Telephone number:   (775) 829-1310
                            ---------------


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<PAGE>


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

         Title of each class          Name of each exchange on which registered
         -------------------          -----------------------------------------
            Common Stock                            Not Applicable

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

                    Common Stock, Par Value $0.001 Per Share
                    ----------------------------------------
                                (Title of Class)

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 is not  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.
[X]

         State issuer's revenues for its most recent fiscal year: The Issuer has
not had any revenue for the year ended December 31, 2000.

         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 6, 2001,  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 $10,513,912.

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<PAGE>

         In this amended Form 10-KSB, the Company replaces the audited financial
statements  for the year ended  December  31, 2000  contained  in the  Company's
amended Form 10-KSB filed on or about June 8, 2001 with those contained  herein.
The only  material  change in these  financial  statements is the removal by the
Company's  independent  accountants of the "going concern"  qualification in the
audit report of the  Company's  independent  accountants  which appears with the
financial  statements in the amended Form 10-KSB filed on or about June 8, 2001.
The accompanying "going concern" note to the financial  statements also has been
removed in financials  statements  filed herewith.  This change is the result of
the Company's  receipt of  approximately  $1,200,000  from the exercise of stock
options and purchases of the Company's  common stock up to June 13, 2001,  which
resulted  in  increased  cash and  equity to the  Company.  All  other  material
portions of the Company's  Form 10-KSB for the year ended  December 31, 2000 and
the amended  Form 10-KSB  filed on or about June 8, 2001 are  unchanged  in this
amended Form 10-KSB.

                                     PART I

--------------------------------------------------------------------------------
ITEM 1.  DESCRIPTION OF BUSINESS
--------------------------------------------------------------------------------

(a)      Business Development

         SulphCo,  Inc.  (the  "Company"  or  the  "Registrant"  ) is  a  Nevada
corporation which was originally incorporated on December 23, 1986 as Hair-Life,
Inc. On June 3, 1987, the Company  completed a public  offering  pursuant to the
provisions  of Rule  504 of  Regulation  D of the  Securities  Act of  1933,  as
amended.  During  1987,  the  Company  pursued  business  activities  which were
unsuccessful.

         On September 1, 1994, an Exchange  Agreement  was executed  between the
Company  and  the  stockholders  of The  Patterson  Group,  Inc.,  a  California
corporation,  whereby the California  corporation was acquired as a wholly-owned
subsidiary of the Company.  This  transaction  resulted in a name change for the
Company to The Patterson Group,  Inc., a reverse split of the Company's stock of
40 to 1, and the issuance to the  stockholders of the California  corporation of
4,500,000  shares.  Until 1996,  the Company's  business of providing  hazardous


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<PAGE>


waste transportation was conducted through its wholly-owned  subsidiary.  During
1996,  the  subsidiary  ceased its  operations.  In June of 1998, the subsidiary
sought  relief  under  Chapter 7 of the  Bankruptcy  laws of the  United  States
Bankruptcy  Court for the  Central  District of  California.  During  1997,  the
Company organized another subsidiary,  APF Holdings to conduct its business.  As
part of this  reorganization,  the Company changed its name to American  Pacific
Financial Services. APF Holdings ceased doing business in 1998.

         On July 19, 1999, the Company entered into an Exchange  Agreement under
the terms of which the  Company  acquired  certain  assets of Daly  Consultants,
Inc., a California corporation,  and Belfair International,  Inc., a corporation
organized  pursuant to the laws of the Isle of Jersey, in exchange for 7,013,392
shares of common stock of the Company.  The assets  acquired were motion picture
movie scripts and $50,000 in cash.

         As part of the Company's  reorganization in July of 1999, the Company's
name was changed to  FilmWorld,  Inc. and the Company's  issued and  outstanding
shares  underwent a ten (10) for one (1) reverse  split.  This reverse split was
effective prior to the issuance of the 7,013,392 shares pursuant to the Exchange
Agreement.

         On December 4, 2000,  the Company  entered  into an Exchange  Agreement
with GRD, Inc., a Nevada corporation. Under the terms of the Exchange Agreement,
GRD obtained  equity and management  control of the Company by exchanging all of
the issued and outstanding  shares of GRD for 20,000,000 shares of the Company's
common stock. The Exchange Agreement represented not only a change in control of
the Company, but a change in the Company's principal line of business as well.


                                       4
<PAGE>


         GRD  operates  under the name of  SulphCo,  Inc.  and is engaged in the
business of developing  and  marketing a process for removing  sulfur from crude
and fuel oils.  SulphCo's  principal  business  is  licensing  it's  proprietary
technology through a self-contained petroleum  desulfurization unit that removes
sulfur from crude oils, lighter distillates and fuel oils. SulphCo has developed
a proprietary  closed loop "sulfur polishing" unit, which can be scaled to treat
large or small  volumes  of  petroleum  product.  The unit  operates  at ambient
temperature and atmospheric pressure as a "plugs-in" to existing infrastructure.

         As part of the transaction  with GRD, Inc., two of the Company's former
directors, namely John Daly and Menahem Golan, resigned their positions with the
Company.  The  Company's  former  President,  Mark  Tolner,  also  resigned.  In
addition,  the Company  returned the assets  associated  with the Company's film
production  and  distribution  operations  to the  entities  contributing  those
assets. In this regard, the Company received 1,168,898 shares from the Company's
former President, Mark Tolner; 2,922,247 shares from Daly Consultants, Inc.; and
2,872,247  shares from  Belfair  International,  Ltd.  John Daly and Mark Tolner
retained a combined  total of 100,000  shares of the Company's  common stock and
$50,000 in cash each in  connection  with their  resignations  and Menahem Golan
also retained  100,000 shares of the Company's  common stock in connection  with
his resignation and withdrawal from the Company's operations.


                                       5
<PAGE>


         As of December 31, 2000,  there were issued and outstanding  21,200,000
shares of the  Company's  authorized  shares of common  stock and as of March 6,
2001, there were 22,712,800 shares issued and outstanding.

         Except as described above, to management's  knowledge,  the Company has
not been subject to bankruptcy, receivership or any similar proceeding.

         The Company  maintains  offices at 1650 Meadow Wood Lane, Reno,  Nevada
89502.  The Company  owns all of its assets as shown on the  attached  financial
statements as of December 31, 2000.


(b)      BUSINESS OF THE ISSUER

(1)      Principal Products and Services and Their Markets

         The  Company's   principal   business  is  licensing  it's  proprietary
technology through a self-contained petroleum  desulfurization unit that removes
sulfur from crude oils,  lighter  distillates and fuel oils.  These  proprietary
closed-loop  "sulfur  polishing"  units  will be scaled to treat  large or small
volumes of  petroleum  product.  They will  operate at ambient  temperature  and
atmospheric  pressure and will have a relatively small "footprint" compared with
existing desulfurization equipment.


                                       6
<PAGE>


         The market for the  Company's  product  will be the  producers of crude
oils,  and refined  products.  Efficient  sulfur  removal in crude oil  provides
profound   economic   advantages  in  the  oil  industry  by  equalizing   price
differentials between high sulfur crude oils and residual fuel oils and allowing
greater use of domestic  reserves  that are currently  underutilized  because of
their high sulfur  content.  Refiners and fuel  distributors  are faced with the
challenge of meeting tough new and proposed regulations in a cost effective way.
U.S.  refineries  have  decreased  in numbers  from more than 350 in 1945 to 155
currently, with less than 95 of these facilities producing diesel. The reduction
in refineries is due in part to the large capital expenditures  necessary to run
a modern facility.  Refiners need new technologies because existing technologies
are inadequate and enormously expensive in terms of capital cost, infrastructure
and  operational  expenses.  Current  methods of using light sweet crude as feed
stock,  or hydro  treating to remove  sulfur,  will not be  sufficient to obtain
regulated low sulfur levels.  Light sweet crude reserves are limited,  expensive
and will  continue  to rise in price as  demand  increases.  Hydrotreating  is a
dangerous  and  expensive  procedure,  requiring  high  heat and  pressure.  The
Company's  desulfurizing  technology  provide  a cost  effective  solution  that
enables  refiners,  oil producers and fuel  distributors to meet mandated sulfur
limits.

(2)      Distribution Methods

         The   Company   is   marketing   it's   technology   domestically   and
internationally to petroleum  refiners,  crude oil producers,  fuel distributors
and other strategic partners.  In this regard, the Company currently is pursuing


                                       7
<PAGE>


a working  relationship  with an  established  company in the oil industry.  The
Company has entered into negotiations with Bechtel Corp. for the development and
marketing of working  systems which utilize the  Company's  technology.  Through
this  relationship,  or other working  relationships  should  negotiations  with
Bechtel  fail,  the  Company  will  create a working  unit  which  embodies  the
Company's  technology  and  will  market  that  unit to the  Company's  intended
customers.

(3)      Status of Publicly Announced New Products or Services

         On December 4, 2000, the Company issued a press release  announcing the
terms of the Company's  restructuring  pursuant to the Exchange  Agreement  with
GRD, Inc. (SulphCo). The press release outlined the identity of the new officers
and directors of the Company, and the Company's new business endeavors.

         On January 4, 2001, the Company  issued a press release  announcing the
execution of a Memorandum of Understanding  with Bechtel Corp.,  under the terms
of which the parties  would  attempt to develop a working  relationship  whereby
Bechtel would provide  technical  management  and directly  related  services to
develop, manage, engineer, build and operate installations of mechanical systems
which embody the Company's technology for customers worldwide. The press release
indicated  that  Bechtel  would  undertake  a  due  diligence  investigation  of
SulphCo's proprietary technology and if reasonably satisfied with the commercial
potential,  good faith  negotiations to establish a business  relationship  will
ensue.


                                       8
<PAGE>


         On January 9, 2001, the Company  issued a press release  announcing the
signing of a Memorandum  of  Understanding  with  Sinclair  Oil Corp.  The press
release described the terms of the Memorandum of Understanding with Sinclair. On
completion of satisfactory due diligence,  Sinclair and SulphCo will negotiate a
formal business  relationship  where Sinclair will purchase the first production
model and Beta test the  SulphCo  technology.  Sinclair  also would have a short
term option to take a 15% equity stake in SulphCo's  parent company,  FilmWorld,
Inc.

(4)      Competitive Business Conditions

         The Company is a new entrant in the market for  development and sale of
equipment  to  the  oil  industry.   The  Company  faces   well-established  and
well-funded competition.

         The  Company  intends to  compete in this  industry  by  entering  into
working  relationships  with established  participants in the industry and using
the financial and experience of such  participants to help the Company  overcome
the obstacles it faces as a new entry into the market.


                                       9
<PAGE>


(5)      Dependence on Major Customers

         As   indicated   throughout   this  Item  1,  the   Company   is  in  a
reorganizational  stage and is in the process of industrializing its proprietary
technology. At this point in time, the Company has a pending order from Sinclair
Oil.  The  Company is  dependent  on  building  relationships  with  established
participants in the oil industry in order to develop and market its products and
services.

(6)      Patents, Trademarks, Licenses, Copyrights, etc.

         The Company's  subsidiary,  GRD, Inc.,  doing business as SulphCo,Inc.,
owns a pending patent application for a desulfurization  process for the removal
of organic sulfur from fossil or petroleum-derived fuels. This technology, which
operates at atmospheric pressure and low heat, produces environmentally friendly
fuels.

         The  Company  attempts  to  minimize  unauthorized  duplication  of its
process  by a  variety  of  methods,  however,  there can be no  assurance  that
unauthorized duplication will not occur. The Company attempts, and will continue
to attempt, to protect its desulfurization process by relying on patent laws and
non-disclosure  and  confidentiality  agreements  with its employees and certain
other persons who have access to its proprietary technology.

(7)      Governmental Approval, Effect of Governmental Regulations and Costs and
         Effects of Compliance with Environmental Laws

         The  Environmental   Protection  agency  (the  "EPA")  has  issued  new
regulations  that will require the nation's oil  refineries to remove 97% of the
sulfur  from  diesel  fuel by the year 2006.  The new rule will  require  modern
emission  controls on new trucks and buses,  as well as cleaner diesel fuel. The


                                       10
<PAGE>


EPA estimates that this  combination will cut pollution from such vehicles by 95
percent, annually preventing 8,300 premature deaths and 23,000 bronchitis cases,
and helping avoid more than 750,000 asthma attacks and related symptoms.

         Diesel  exhaust is associated  with several  air-quality  concerns.  It
contributes to ozone,  smog's chief ingredient.  It contains tiny soot particles
linked to several health problems.  And officials of federal,  international and
California  agencies  regard it as a potential or probable  carcinogen.  The new
regulations  state that fuel  cannot  contain  more than 15 parts per million of
sulfur. Current regulations set sulfur levels in fuels at a maximum of 500 parts
per million.  The Company  anticipates  that these new  regulations  will have a
significant  impact  on the fuel  oil  industry.  The  Company's  technology  is
designed  to reduce  sulfur in crude  oils by 80% and  reduce  sulfur in lighter
distillates by 98%. Such technology is designed to reduce sulfur levels in fuels
to levels of 10 to 15 parts per million.

(8)      Research and Development in the Last Two Years

         The Company is engaged in a vigorous  research and development  program
for its technology.  In this regard, the Company maintains a strong relationship
with the  University of Southern  California.  Among the immediate  goals of the
Company's research and development  program are the refinement of its continuous
flow  system  and  expansion  of the  range of  petroleum  products  that can be
desulfurized with the Company's technology. During the past two years, SulphCo's


                                       11
<PAGE>


research and development costs have totaled  $275,000.  During that time, all of
SulphCo's business efforts were spent on research and development.  As the notes
to the Company's financial statements indicate,  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.

(9)      Employees

         As of March 1, 2001, the Company had three (3) full-time  employees and
three (3)  part-time  employees.  The five (5)  officers  and  directors  of the
Company  also  perform  services  on  behalf  of  the  Company  but  do  so on a
non-exclusive basis. None of the Company's employees or independent  contractors
are subject to a collective  bargaining  agreement and the Company  believes its
relations with its employees and independent contractors are good.

(c)      Reports to Security Holders

         The Company is a  "reporting  company"  and it files  reports  with the
Securities and Exchange Commission.  In this regard, the Company files quarterly
reports on Form  10-QSB,  annual  reports on Form 10-KSB and as  required  files
reports on Form 8-K.  To the extent  that the  Company  is  required  to deliver


                                       12
<PAGE>


annual reports to security  holders  through its status as a reporting  company,
the Company shall  deliver  annual  reports.  Also, to the extent the Company is
required to deliver  annual  reports by the rules or regulations of any exchange
upon which the Company's  shares are traded,  the Company  shall deliver  annual
reports.  If the Company is not required to deliver annual reports,  the Company
will not go the expense of producing and delivering such reports. If the Company
is required to deliver  annual  reports,  they will  contain  audited  financial
statements as required.

         The public may read and copy any  materials  the Company files with the
Securities and Exchange  Commission at the Commission's Public Reference Room at
450  Fifth  Street,  N.W.,  Washington,   D.C.  20549.  The  public  may  obtain
information on the operation of the Public Reference Room by call the Commission
at  1-800-SEC-0330.  The  Commission  maintains an Internet  site that  contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers that file  electronically  with the Commission.  The Internet address of
the Commission's site is (http://www.sec.gov).


                                       13
<PAGE>


--------------------------------------------------------------------------------
ITEM 2.  DESCRIPTION OF PROPERTY
--------------------------------------------------------------------------------

(1)      Principal  Plants  and  Property  and  Description  of Real  Estate and
         Operating Data.

         The Company's  executive  offices are located at 1650 Meadow Wood Lane,
Reno, Nevada 89502.

(2)      Investment Policies

         The Company's  plan of operations is focused on the  development of its
proprietary  technology  and marketing  endeavors  described in Item (1) of this
part.  Accordingly,  the Company has no particular  policy regarding each of the
following types of investments:

         (1)      Investments in real estate or interests in real estate;
         (2)      Investments in real estate mortgages; or
         (3)      Securities  of or  interests in persons  primarily  engaged in
                  real estate activities.


--------------------------------------------------------------------------------
ITEM 3.  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,  plaintiff  allege that the Patterson  solicited money from plaintiff
for investment in a company named Blue Parrot. Plaintiff 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 pray 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.


                                       14
<PAGE>


         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
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.  Plaintiffs  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 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------

         No matter was  submitted  during the fourth  quarter of the fiscal year
covered  by  this  report  to a vote  of the  securities  holders,  through  the
solicitation of proxies. Any shareholder action taken during that time was taken
via consent of a majority of shareholders pursuant to applicable state law.


                                       15
<PAGE>


                                    PART II

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ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------------------------------

a.       Market Information:

         Quotations for the Company's common stock are made on the system of the
National Association of Securities Dealers,  Inc. ("NASDAQ"),  known on the Over
the Counter Bulletin Board under the symbol "FWLD".

         The following table sets forth the range of high and low bid prices for
the Company's  Common Stock for each quarterly  period  indicated as reported by
the  Research  Department  of the NASDAQ Stock  Market,  Inc.  These  quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent  actual  transactions.  The Research  Department of the NASDAQ
Stock Market,  Inc. has indicated  that high/low bid  information is unavailable
for certain periods :

         Common Stock
         Quarter Ended                       High Bid          Low Bid
         -------------                       --------          -------
         December 31, 2000                       $ 4.50            $0.25
         September 30, 2000                 Unavailable      Unavailable
         June 30, 2000                      Unavailable      Unavailable
         March 31, 2000                     Unavailable      Unavailable
         December 31, 1999                  Unavailable      Unavailable
         September 30, 1999                     $  5.00          $ 1.125
         June 30, 1999                          $  0.18          $ 0.0313
         March 31, 1999                         $  0.125         $ 0.0313


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<PAGE>


b.       Holders:

         There were  approximately 196 holders of record of the Company's common
stock as of March 1, 2001.

c.       Dividends

         There  have  been  no  cash  dividends  declared  on any  class  of the
Company's  stock in the last two  fiscal  years.  The  Company's  ability to pay
dividends has been limited by the Company's  lack of cash  available to pay such
dividends.  Management  does not  anticipate  that dividends will be paid in the
future.

d. Issuances of Shares in the Last Three Years:

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

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

         The shares issued to Daly Consultants,  Inc. and Belfair International,
Inc.  were  issued in  consideration  for  $50,000 in cash and the  intellectual
property  purchased by the Company pursuant to the Exchange Agreement dated July
19, 1999. Such property had a value of at least  $525,000.  It is carried on the
Company's  financial  statement  at  predecessor  cost  due to the  relationship
between directors and these  shareholders.  The shares issued to Mr. Tolner were
issued in  consideration  for his services to the Company.  All such shares were
issued in reliance on the exemption from registration  contained in Section 4(2)
of the Securities  Act of 1933, as amended,  and the  certificates  representing
such shares bear a  restrictive  legend  reflecting  the  limitations  on future
transfer of those shares.  As part of the transaction with GRD, Inc.,  described
in Item 1 above,  two of the Company's  former  directors,  namely John Daly and
Menahem Golan,  resigned their positions with the Company.  The Company's former
President,  Mark Tolner,  also resigned.  In addition,  the Company returned the
assets associated with the Company's film production and distribution operations
to the entities  contributing those assets. In this regard, the Company received
1,168,898 shares from the Company's former President,


                                       17
<PAGE>



Mark Tolner; 2,922,247 shares from Daly Consultants,  Inc.; and 2,872,247 shares
from Belfair  International,  Ltd. John Daly and Mark Tolner retained a combined
total of 100,000  shares of the Company's  common stock and received  $50,000 in
cash in  connection  with their  resignations  and Menahem  Golan also  retained
100,000 shares of the Company's  common stock in connection with his resignation
and withdrawal from the Company's operations.

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

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

         Registered Owner                   No.  Shares

         Marlene Vallen                             160
         George Newberry                            600
         Christina Miller                           100

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

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

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

         Registered Owner                        No. Shares

         Harry Holman                                14,875
         Alexander H. Walker III                    200,000

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


                                       18
<PAGE>

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

         Registered Owner                        No. Shares

         Rudolph Gunnerman                       12,000,000
         Kristina Gunnerman                       2,000,000
         Peter Gunnerman                          2,000,000
         Alex Paior                               2,000,000
         Mark T. Cullen                           2,000,000

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

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

         Registered Owner                        No. Shares

         R. W. Gunnerman                            700,000
         M. T. Cullen                               120,000
         Erika Herrmann                             292,800

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

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

                                       19
<PAGE>


--------------------------------------------------------------------------------
ITEM 6.  MANAGEMENT'S 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  intends to complete its
change  in  business  focus  from the  entertainment  industry  to its  intended
participation in the oil refining industry.  In this regard,  management intends
to take  appropriate  action to change the Company's name and possibly merge the
Company's wholly-owned  subsidiary,  GRD, Inc., doing business as SulphCo., into
the Company.  It is  management's  intention to  eventually  operate the Company
under the name SulphCo, Inc. Management also likely will change the symbol under
which the  Company's  shares are traded on the Over the Counter  Bulletin  Board
from FWLD to a symbol which relates to the Company's new name or business.


                                       20
<PAGE>


         Management also is exploring the possibility of obtaining a listing for
the Company  shares on the NASDAQ  Small Cap  market.  In order to obtain such a
listing,  the Company must meet certain eligibility  requirements set by NASDAQ.
No  commitment  has been made by management to apply for a listing on the NASDAQ
Small Cap Market.

2.       Business Plans

         During 2001, the Company intends,  with it's marketing  partner Bechtel
to formalize it business  relationships with third parties for the completion of
an  industrial  design for the  Company's  proprietary  technology.  The Company
expects due diligence being performed by two such third parties will be complete
by mid March,  2001. 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.

         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


                                       21
<PAGE>


         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.

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 expects 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.

5.       Change in G & A Expense

         The Company's general and  administrative  expense rose from $22,793 in
1999 to  $1,174,016  in 2000.  All but  approximately  $60,000 of this  increase
constitutes  expense the Company has  incurred in  connection  with  options the
Company has issued to officers  and  directors.  Such  expense is the result the
difference  between  the  market  price of the  Company's  stock at the time the
options were issued and the option price of the shares available pursuant to the
options.  The  difference  between option price and market price at the time the
options  were  issued is booked as a general and  administrative  expense to the
Company.

                                       22
<PAGE>


--------------------------------------------------------------------------------
ITEM 7.  FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
                                FILMWORLD, INC.
                              Financial Statements
                               December 31, 2000


<PAGE>

                                                   FILMWORLD INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                                      Index to Consolidated Financial Statements
--------------------------------------------------------------------------------

                                                                            Page

Independent auditors' report                                                 F-2

Consolidated balance sheet                                                   F-3

Consolidated statement of operations                                         F-4

Consolidated statement of stockholders'
equity                                                                       F-5

Consolidated statement of cash flows                                         F-6

Notes to consolidated financial statements                                   F-7



                                       F-1
<PAGE>

--------------------------------------------------------------------------------
                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)


                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of
Filmworld, Inc. and subsidiary


We have audited the consolidated balance sheet of Filmworld, Inc. and subsidiary
as of  December  31,  2000,  and  the  consolidated  statements  of  operations,
stockholders'  equity,  and cash flows for the year ended December 31, 2000, the
period January 13, 1999 (date of inception) to December 31, 1999, and cumulative
amounts  since  inception.  These  consolidated  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Filmworld,  Inc. and  subsidiary as of December 31, 2000,  and the  consolidated
results of their operations and their cash flows for the year ended December 31,
2000,  the period January 13, 1999 (date of inception) to December 31, 1999, and
cumulative  amounts since  inception,  in conformity with accounting  principles
generally accepted in the United States of America.





Salt Lake City, Utah
May 25,  2001,  except for note 16
which is dated June 13, 2001


                                       F-2
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)

                                                      Consolidated Balance Sheet

                                                               December 31, 2000
--------------------------------------------------------------------------------



         Assets

Current assets:
     Cash and cash equivalents                                    $      98,010
     Stock subscription receivable                                      208,500
     Other receivables                                                   18,435
                                                                  --------------

              Total current assets                                      324,945

Property and equipment, net                                             391,499
Patent costs, net                                                        15,843
                                                                  --------------

                                                                  $     732,287
                                                                  ==============

--------------------------------------------------------------------------------
         Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable                                             $      18,754
     Accrued liabilities                                                 33,429
     Advance to related party                                           100,000
     Contract payable                                                   200,000
                                                                  --------------
              Total current liabilities                                 352,183

Commitments and contingencies                                              --

Stockholders' equity:
   Preferred stock:10,000,000 shares authorized ($.001 par value),
     none issued                                                          --
   Common stock: 100,000,000 shares authorized of no par value,
     22,020,000 shares issued and outstanding                         1,873,299
   Deficit accumulated during the development stage                  (1,493,195)
                                                                  --------------
            Total stockholders' equity                                   380,104
                                                                  --------------

                                                                  $     732,287
                                                                  ==============


--------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.


                                       F-3
<PAGE>

<PAGE>


                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                                            Consolidated Statement of Operations

                                                Year Ended December 31, 2000 and
                                  Period January 13, 1999 (Date of Inception) to
                                        December 31, 1999 and Cumulative Amounts
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>

                                                                                    Cumulative
                                                         2000          1999           Amounts
                                                     ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>
Revenue                                              $       --     $       --     $       --

Operating expenses:
     Depreciation                                          15,377          5,794         21,171
     General and administrative                         1,174,016         22,793      1,196,809
     Research and development                             175,000        100,215        275,215
                                                     ------------   ------------   ------------
                                                        1,364,393        128,802      1,493,195
                                                     ------------   ------------   ------------
              Loss from operations                     (1,364,393)      (128,802)    (1,493,195)
                                                     ------------   ------------   ------------
Income tax benefit:                                          --             --             --

              Net loss                               $ (1,364,393   $   (128,802   $ (1,493,195)
                                                     ------------   ------------   ------------
Loss per common share -
     basic and diluted                               $       (.07)          (.01)
                                                     ============   ============
Weighted average shares -
     basic and fully diluted                           20,400,000     20,000,000
                                                     ============   ============
</TABLE>


--------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.

                                       F-4
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                       Consolidated Statement of Changes in Stockholders' Equity

    Year Ended December 31, 2000 and period January 13, 1999 (date of inception)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                             Common Stock                            Total
                                                     ---------------------------   Accumulated    Stockholders'
                                                       Shares          Amount        Deficit         Equity
                                                     ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>
Balance, January 13, 1999                                    --     $       --     $       --     $       --

Shares issued for cash at $167 per share                    1,000        167,000           --          167,000

Restatement for recapitalization GRD, Inc.             19,999,000           --             --             --

Net loss                                                     --             --         (128,802)      (128,802)
                                                     ------------   ------------   ------------   ------------
Balance, December 31, 1999                             20,000,000        167,000       (128,802)        38,198

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

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

Contribution of capital                                   820,000        410,000           --          410,000

Issuance of stock options                                    --        1,014,800           --        1,014,800

Net loss                                                     --             --       (1,364,393)    (1,364,393)
                                                     ------------   ------------   ------------   ------------
Balance, December 31, 2000                             22,020,000   $  1,873,299   $ (1,493,195   $    380,104
                                                     ============   ============   ============   ============
</TABLE>


--------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.


                                       F-5
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                                            Consolidated Statement of Cash Flows

                                                Year Ended December 31, 2000 and
                                  Period January 13, 1999 (Date of Inception) to
                                        December 31, 1999 and Cumulative Amounts
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                   Cumulative
                                                                       2000           1999          Amounts
                                                                    ------------   ------------   ------------
<S>                                                                 <C>            <C>            <C>
Cash flows from operating activities:
Net loss                                                            $ (1,364,393   $   (128,802   $ (1,493,195)
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
   Depreciation and amortization                                          15,377          5,794         21,171
   Issuance of stock options                                           1,014,800           --        1,014,800
   (Increase) decrease in:
     Accounts receivable                                                  (4,935)       (13,500)       (18,435)
   Increase (decrease) in:
     Accounts payable                                                     18,754           --           18,754
     Accrued liabilities                                                  33,429           --           33,429
                                                                    ------------   ------------   ------------
         Net cash used in
         operating activities                                           (286,968)      (136,508)      (423,476)
                                                                    ------------   ------------   ------------
Cash flows from investing activities:
   Purchase of property and equipment                                    (21,373)       (28,966)       (50,339)
   Payments made to develop intangible assets                            (15,843)          --          (15,843)
                                                                    ------------   ------------   ------------
         Net cash used in
         investing activities                                            (37,216)       (28,966)       (66,182)
                                                                    ------------   ------------   ------------
Cash flows from financing activities:
   Proceeds from issuance of stock                                          --          167,000        167,000
   Capital contributions                                                 579,168           --          579,168
   Stock subscriptions                                                  (208,500)          --         (208,500)
   Payments on contract payable                                          (50,000)          --          (50,000)
   Proceeds from advance from related party                              100,000           --          100,000
                                                                    ------------   ------------   ------------
         Net cash provided by
         financing activities                                            420,668        167,000        587,668
                                                                    ------------   ------------   ------------
Net increase in cash and cash equivalents                                 96,484          1,526         98,010

Cash and cash equivalents at beginning of period                           1,526           --             --
                                                                    ------------   ------------   ------------
Cash and cash equivalents at end of period                          $     98,010   $     98,010          1,526
                                                                    ============   ============   ============
</TABLE>



--------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.


                                       F-6
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                             Notes to Consolidated Combined Financial Statements
--------------------------------------------------------------------------------

1. Organization and Significant Accounting Policies Organization

FilmWorld,  Inc. (the Company)  (FilmWorld)  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 Hair Life,  Inc. and the "The
Patterson Group" 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 two subsidiaries  until 1998, at which
time it discontinued all operations and remained dormant until July 1999.

On or about July 18,  1999,  the  Company  acquired  film rights and changed 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  December  4,  2000,  the  Company   discontinued  its  film  operations  and
distributed  all assets and  liabilities  related  to that  business  to certain
shareholders in exchanged for their stock.

The Company on December 4, 2000  entered  into an exchange  agreement  with GRD,
Inc. (GRD) (dba Sulphco) and issued 20,000,000 shares in exchange for all of the
outstanding shares of GRD.

Since the  shareholders  of GRD  continue  to control the Company the merger has
been accounted for as a  recapitalization  of GRD.  Consequently  the results of
operations  are those of GRD since its inception on January 13, 1999 and GRD and
Filmworld from December 4, 2000 to December 31, 2000.

--------------------------------------------------------------------------------


                                       F-7
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------

1.  Organization and Significant Accounting Policies Continued

Pro forma  amounts as if the  Companies  had been combined as of January 1, 1999
are as follows:


                                                2000            1999
                                            -------------   -------------

Revenues                                    $        --     $        --
Loss from operations                           (1,364,393)       (128,802)
Loss from discontinued operations              (2,889,600)       (197,011)
                                            -------------   -------------
Net loss                                    $  (4,253,993   $   (325,813)
                                            =============   =============
Net loss per share                          $        (.21)           (.02)
                                            =============   =============

Business

The Company has not  generated  revenues  from its business and is a development
stage  company as defined by SFAS No. 7. The Company is engaged in the  business
of developing and marketing a process for removing sulfur from crude fuel oils.

Principles of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its  wholly  owned  subsidiary.   All  significant   intercompany  balances  and
transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original  maturities to
the Company of three months or less to be cash equivalents.

Property and Equipment

Property and  equipment  are recorded at cost,  less  accumulated  depreciation.
Depreciation is determined using the straight-line and accelerated  methods over
the  estimated  useful lives of the assets.  Expenditures  for  maintenance  and
repairs are expensed when incurred and  betterments are  capitalized.  Gains and
losses on sale of property  and  equipment  are  reflected  in the  statement of
operations.

--------------------------------------------------------------------------------


                                       F-8
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.  Organization and Significant Accounting Policies Continued

Intangible Assets

Intangible assets consist primarily of patent costs.  Patent costs are amortized
on a  straight-line  basis  over  term  of  the  patent.  The  Company  assesses
recoverability of this intangible asset by determining  whether the amortization
of the balance over its  remaining  life can be recovered  through  undiscounted
future operating cash flows of the acquired operation. The amount of impairment,
if any, is measured based on projected  discounted  future  operating cash flows
using a discount rate which reflects the Company's average cost of funds.

Research and Development

The Company expenses research and development costs as incurred.

Income Taxes

The Company  accounts  for income  taxes under the asset and  liability  method.
Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases and operating loss and tax credit  carryforwards.  Deferred tax assets and
liabilities  are  measured  using the  enacted  tax rates  expected  to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.

GRD, Inc. was an S Corporation and was not subject to income taxes. Instead, the
shareholders  were  taxed on their  proportionate  share of the  L.C.'s  taxable
income.  Therefore,  no income  tax  expense  or  benefit  is  presented  in the
statement of  operations  for the year ended  December  31,  1999.  No pro forma
adjustments for income taxes for GRD were necessary due to the loss incurred and
a valuation allowance being recorded to offset the pro forma deferred tax asset.

Earnings Per Share

The  computation  of diluted  earnings per common share is based on the weighted
average  number of shares  outstanding  during the year,  plus the common  stock
equivalents.  Common stock  equivalents are not included in the diluted earnings
(loss) per share  calculation  when their effect is  antidilutive.  Common stock
equivalents  arising from options have not been included in diluted earnings per
share.

--------------------------------------------------------------------------------


                                       F-9
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

1.  Organization and Significant Accounting Policies Continued

Earnings Per Share - Continued

Earnings per share for 1999 have been prepared assuming the  recapitalization of
GRD had taken  place on January 1, 1999.  The  computation  of basic and diluted
earnings  per common  share is based on the  weighted  average  number of shares
outstanding during each year or period.

Impairment of Long-Lived Assets

The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in circumstances indicate that the carrying amount of the assets may not
be recoverable through  undiscounted future cash flows. If it is determined that
an  impairment  loss has  occurred  based on expected  cash flows,  such loss is
recognized in the statement of operations.

Use of Estimates in the  Preparation of Financial  Statements The preparation of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  and  disclosures  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those  estimates.  The market for the  Company's  products and services are
characterized  by  competition,  rapid  technological  development,   regulatory
changes and new product introductions,  all of which may impact the future value
of the Company's assets.

Reclassifications

Certain  amounts in the 1999  financial  statements  have been  reclassified  to
conform with the current year presentation.

--------------------------------------------------------------------------------


                                      F-10
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------

2.  Property and Equipment

Property  and  equipment is recorded at cost and  consisted of the  following at
December 31, 2000:

Machinery and equipment                     $     393,613
Furniture and fixtures                             19,057
                                            -------------
                                                  412,670
Less accumulated depreciation                      21,171
                                            -------------
                                            $     391,499
                                            -------------

3.  Contract Payable

Contract payable consists of the following as of December 31, 2000:

Amount due on contract dated July 23,  1999
and revised on December 4, 2000 to Hidden
Splendor Resources, payable on demand with
no interest                                 $     200,000

4.  Advance From Related Party

The Company has advances from R.W.  Gunnerman payable on demand with no interest
in the amount of $100,000.

5.  Stock Subscriptions Receivable

Two shareholders have 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 year end and the remaining was paid by February
14, 2001.

--------------------------------------------------------------------------------


                                      F-11
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------

6.  Lease Commitments

The Company leases its office space from the majority shareholder of the Company
under a non-cancellable lease agreement accounted for as an operating lease. The
lease expires in August 2003. The approximate  minimal rental payments under the
non-cancelable operating lease are as follows:


Years Ending December 31,                      Amount
                                            -------------
     2001                                   $      55,802
     2002                                          55,802
     2003                                          37,201
                                            -------------
                                            $     148,805
                                            =============

Rent expense under this lease was approximately $12,000 and $0 in 2000 and 1999,
respectively.

7.   Income Taxes

At  December  31,  2000 and 1999,  income tax  expense  differs  from the amount
computed at federal statutory rates as follows:

                                                2000            1999
                                            -------------   -------------
Federal income tax benefit
  at statutory rate                         $     209,857   $      45,081

Difference due to S-corporation
election                                         (209,857)        (45,801)
                                            -------------   -------------
                                            $        --     $        --
                                            =============   =============

A  valuation  allowance  has  been  provided  for all  deferred  tax  assets  or
liabilities   at  December  31,  2000.   Filmworld  has  a  net  operating  loss
carryforward  for income tax  purposes  which is limited  due to the  changes in
ownership and may not be realizable.

The Company has net operating losses carry forwards of approximately $1,500,000,
which can be carry  forward to offset  future  taxable  earnings  until the year
2015. Prior losses will be of nominal value because of the change in ownership.

--------------------------------------------------------------------------------


                                      F-12
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

8.  Dividend Policy

The Company has paid no dividends since inception.

9.  Related Party Transactions

See notes 3, 5 and 6.

10. Research and Development Expense

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.


11.  Stock Based Compensation

The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting  Standards  (SFAS) No.123,  Accounting for Stock-Based  Compensation.
Accordingly,  no  compensation  cost has been  recognized  for  employees in the
financial statements. Had compensation cost for the Company's stock options been
determined  based on the fair  value at the  grant  date for  awards in 2000 and
1999, consistent with the provisions of SFAS No. 123, the Company's net earnings
and  earnings  per share  would  have  been  reduced  to the pro  forma  amounts
indicated below:

                                             Years Ended
                                            December 31,
                                                2000
                                            -------------

Net loss - as reported                      $  (1,364,393)
Net loss - pro forma                        $  (1,954,893)
Loss per share - as reported                $        (.07)
Loss per share - pro forma                  $        (.10)
                                            =============

--------------------------------------------------------------------------------


                                      F-13
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued
--------------------------------------------------------------------------------

11.  Stock Based Compensation Continued

The fair value of each option  granted is  estimated  at the date of grant using
the Black-Scholes option pricing model with the following assumptions:


                                             December 31,
                                                2000
                                            -------------

Expected dividend yield                     $         -0-
Expected stock price volatility                    695.40%
Risk-free interest rate                              6.00%
Expected life of options                      2 - 3 years
                                            =============



The weighted average fair value of options granted during 2000 is $0.46.

The following table summarizes  information  about stock options  outstanding at
December 31, 2000:

                        Options Outstanding              Options Exercisable
              -----------------------------------------------------------
                             Weighted
                              Average
                 Number      Remaining   Weighted    Number    Weighted
   Range of    Outstanding  Contractual   Average  Exercisable  Average
   Exercise        at          Life      Exercise       at     Exercise
    Prices      12/31/00      (Years)      Price     12/31/00    Price
------------- ------------- ----------- ----------- --------- -----------
$         .50     9,456,000         1.9 $       .50 9,456,000 $       .50
         1.50       325,000         1.9        1.50   325,000        1.50
------------- ------------- ----------- ----------- --------- -----------
$ .50 to 1.50     9,781,000         1.9         .53 9,781,000 $       .53
------------- ------------- ----------- ----------- --------- -----------

12.  Supplemental Disclosure of Cash Flow Information

During the year ended December 31, 2000, the Company:

     o   Acquired  property and equipment  through a capital  contribution  of a
         shareholder of $362,331.

     o   Assumed  contracts payable  through the reverse merger of FilmWorld and
         GRD of $250,000

--------------------------------------------------------------------------------


                                      F-14
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------



12.  Supplemental Disclosure of Cash Flow Information Continued

Actual amounts paid for interest and income taxes are as follows:

                                                   Periods Ended
                                                    December 31,
                                            -----------------------------
                                                2000            1999
                                            -------------   -------------

Interest                                    $        --     $        --
                                            =============   =============

Income taxes                                $        --     $        --
                                            =============   =============



13.  Commitments and Contingencies

Employment Agreements

The Company has entered into an  employment  agreement  with the  President  and
Chief Executive Officer which expires March 31, 2005. The agreement provides the
employee with an annual base salary, car allowance,  other employee benefits and
a severance package if terminated.

14.  Fair Value of Financial Instruments

The Company's financial instruments consist of cash, receivables,  payables, and
notes  payable.  The  carrying  amount  of  cash,   receivables,   and  payables
approximates  fair value  because of the short- term nature of these items.  The
carrying  amount of notes  payable  approximates  fair  value as the  individual
borrowings bear interest at market interest rates.


15.  Recent Accounting Pronouncements

SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,  was
issued in June 1998 and  amended  by SFAS No.  138,  issued  in June  2000.  The
requirements  of SFAS No. 133, as amended,  will be effective for the Company in
the first  quarter of the fiscal year  beginning  January 1, 2001.  The standard
establishes  accounting  and  reporting  standards  for  derivative  instruments
embedded in other  contracts  and for hedging  activities.  Under the  standard,
certain contracts that were not formerly considered derivatives may now meet the
definition  of a  derivative.  The  Company has  determined  SFAS 133 to have no
impact on the Company's financial position and results of operations because the
Company has no derivative activity.

--------------------------------------------------------------------------------


                                      F-15
<PAGE>

                                                  FILMWORLD, INC. AND SUBSIDIARY
                                                   (A Development Stage Company)
                             Notes to Consolidated Combined Financial Statements
                                                                       Continued

--------------------------------------------------------------------------------

15.  Recent Accounting Pronouncements Continued

SFAS No. 140,  Accounting  for Transfers  and Servicing of Financial  Assets and
Extinguishments of Liabilities,  was issued in September 2000. SFAS No. 140 is a
replacement of SFAS No. 125, Accounting for Transfers and Servicing of Financial
Assets and  Extinguishments  of Liabilities.  Most of the provisions of SFAS No.
125  were  carried  forward  to SFAS  No.  140  without  reconsideration  by the
Financial Accounting Standards Board (FASB), and some were changed only in minor
ways. In issuing SFAS No. 140, the FASB included  issues and decisions  that had
been  addressed and determined  since the original  publication of SFAS No. 125.
SFAS No. 140 is effective for transfers  after March 31, 2001.  Management  does
not expect the  adoption  of SFAS No.  140 to have a  significant  impact on the
financial position or results of operations of the Company.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued Staff
Accounting  Bulletin  No.  101 (SAB  101"),  Revenue  Recognition  in  Financial
Statements,  which  provides  guidance  on the  recognition,  presentation,  and
disclosure  of  revenue in  financial  statements  filed  with the SEC.  SAB 101
outlines the basic  criteria that must be met to recognize  revenue and provides
guidance for disclosure related to revenue recognition policies. The adoption of
this standard in 2000 did not result in any significant  change in the Company's
financial statements.

16.  Subsequent Event

Subsequent to year end the Company received $1,200,000 in cash for sale of stock
and exercise of stock options.

--------------------------------------------------------------------------------


                                      F-16
<PAGE>

--------------------------------------------------------------------------------
ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL                                                            DISCLOSURE.
--------------------------------------------------------------------------------

         There  have  been  no  disagreements  with  the  Company's  independent
accountant  over any item  involving  the  Company's  financial  statements.  As
reported in the  Company's  Form 8-K filed with the  Commission on June 1, 2001,
the Company  changed its independent  accountant from W. Dale McGhie,  Certified
Public  Accountant,  of Reno, Nevada to Tanner & Co. of Salt Lake City Utah. The
narrative of the Company's Form 8-K filed on June 1, 2001 is incorporated herein
by this reference.

                                    PART III

--------------------------------------------------------------------------------
ITEM 9.  DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL   PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
--------------------------------------------------------------------------------

(a)  Directors and Executive Officers

         As of March 1,  2001,  the  directors  and  executive  officers  of the
Company,  their  ages,  positions  in the  Company,  the dates of their  initial
election or appointment as director or executive officer,  and the expiration of
the terms as directors are as follows:


                                       23
<PAGE>


                                                             Period Served As
Name                       Age     Position                  Officer/Director*
----                       ---     --------                  -----------------
Dr. Rudolph Gunnerman      72      Chairman of the Board     12-4-00 to Present
                                   and a Director

Dr. Mart T. Cullen         44      President, CEO and        12-4-00 to Present
                                   a Director

Paul C. Knauff             75      Chief Financial Officer   12-4-00 to Present
                                   and Treasurer

Alexander H. Walker, Jr.   74      Secretary and Director    7-1-99 to Present

Joseph W. Sutton           54      Director                  Feb.2001 to Present


*The Company's  directors are elected at the annual meeting of stockholders  and
hold office until their  successors  are elected and  qualified.  The  Company's
officers  are  appointed  annually  by the Board of  Directors  and serve at the
pleasure of the Board.


                                       24
<PAGE>


(b)      Business Experience:

         Dr.  Rudolph  Gunnerman,  Director  and the  Company's  Chairman of the
Board, is a 72- year-old entrepreneur who studied mathematics and physics at the
University of Munich,  Germany  before he immigrated to the United  States.  Dr.
Gunnerman has invented a series of successful technologies,  including fireproof
building materials and wood pellets.  Thereafter, in his quest to reduce Nitrous
Oxide,  a major source of ozone  depletion,  Dr.  Gunnerman  invented A-55 Clean
Fuels and is currently  Chairman of Clean Fuels  Technology,  Inc. Dr. Gunnerman
holds three honorary doctorate degrees.

         Dr.  Mark T.  Cullen  is 44  years  old and a  Director  and the  Chief
Executive  Officer  and  President  of the  Company.  He  received  his B.S.  in
Chemistry and pursued a medical  career.  After receiving his M.D. degree he did
post graduate work at Yale University, first as a Post Doctoral Research Fellow,
then as Resident and Fellow in the Department of Obstetrics and  Gynecology.  He
was director of The Fetal  Diagnostic  Program at the  University  of Florida at


                                       25
<PAGE>


Jacksonville and Director of Obstetrics and Gynecology,  Florida  Hospital.  Dr.
Cullen was  Medical  Director  of  Obsterix,  Nevada.  (NASD).  He is  currently
Chairman of the Board of NuStem,  a startup  biotech  firm and Director of Idria
Oil and Gas, Inc.,  Geneva  Switzerland.  Dr. Cullen has authored 26 peer review
papers and  contributed to several  chapters in medical books and is also member
of Sterling's Who's Who.

         Paul C. Knauff,  age 75, Chief Financial  Officer and Treasurer,  has a
business  background  which includes  positions as Chief  Executive  Officer and
Chief  Financial  Officer of several  Fortune 1,000  companies.  Mr. Knauff also
specializes  in  domestic  and  international  acquisitions.  He  was  Financial
Controller of Union  Carbide's  Olefin  Division for five years.  Mr. Knauff has
served as director for numerous private and publicly owned companies. Mr. Knauff
received his B.S. in Accounting and Finance at Rider University,  Lawrenceville,
New  Jersey  and  participated  in a  graduate  degree  tax  program at New York
University, New York, New York.

         Alexander  H.  Walker,  Jr.,  age 74, has  served as a director  of the
Company  since  July 1, 1999.  He was  elected as  Secretary  of the  Company on
December 18, 2000. He received his B.A. from Waynesburg  College in 1950 and his
J.D. from the  University of Pittsburgh  School of Law in 1952.  Since 1956, Mr.
Walker has been a practicing  attorney,  which  practice has included  trial and
transactional  work,  with an emphasis on corporate  securities  matters.  After
serving  as the  Attorney  Advisor  for the  Division  of  Corporate  Finance in
Washington,  D.C. from 1954 to 1955, Mr. Walker served as the Attorney in Charge
of the Salt Lake City, Utah Branch of the United States  Securities and Exchange
Commission  from 1955 to 1956.  From 1956  through the present,  Mr.  Walker has
maintained  a  private  practice.   He  maintains  licenses  in  both  Utah  and
Pennsylvania.


                                       26
<PAGE>


         Joseph W.  Sutton,  age 54, was  appointed  a director  by the Board of
Directors of the Company in February of 2001.  Mr.  Sutton  recently  retired as
Vice Chairman of Enron Corp. Enron Corp. is an energy and communications company
with its home office located in Houston,  Texas. Enron produces  electricity and
natural gas;  develops,  constructs and operates  energy  facilities  worldwide;
delivers  physical  commodities  and financial and risk  management  services to
customers  around the world;  and is  developing  a leading  broadband  services
business.  Prior to departing  Enron,  Mr.  Sutton was a member of the three man
Office of the Chairman of Enron Corp. In this rose,  Mr. Sutton was  responsible
for the oversight of Enron's retail  business (Enron Energy  Services),  Enron's
full range international businesses,  Enron Consruction and Engineering Company,
all of Enron's North America  pipelines,  Enron's  Global E&P Business,  Enron's
Investment  Partners,  Enron  Wind  Company,  and a  large  portion  of  Enron's
Wholesale  Energy business.  During his time as Vice Chairman,  Enron formed its
new Broadband  Services  business and  introduced  Enron OnLine.  Before joining
Enron,  Mr.  Sutton was a career  officer in the U.S.  Army.  Mr.  Sutton  holds
B.B.A., M.S. and M.B.A. degrees from Ohio, Indiana and Long Island Universities.
He currently serves on the US-India Business Council,  EXIM Advisory  Committee,
the Board of Directors  of the Boy  Scounts,  Cynthia  Woods  Mitchell  Pavilion
Board, Ohio  University-School of Business Executive Advisory Board, and Houston
Minority Business Council - Executive  Advisory Board,  among several others. He
also served on several Enron affiliate boards of directors  throughout the world
and was a member of the Executive and Management Committee of Enron Corp.


                                       27
<PAGE>


         Dr. Teh Fu Yen, Chief Scientific  Advisor to SulphCo,  is a 72-year-old
Professor of Environmental  and Civil  Engineering at the University of Southern
California.  Dr. Yen has a B.S. in  Chemistry,  a M.S. in Chemistry and Chemical
Engineering  and a Ph.D.  in Organic and  Biochemistry.  Dr. Yen has completed a
Postgraduate program in Mathematics,  Certification of Bioengineering,  Columbia
University D.Sc.  (hon.) And an Energy  Engineering  certificate from Pepperdine
University D.Sc.  (hon.).  His positions have included Senior Research  Chemist,
Goodyear Tire and Rubber Co.,  Senior Fellow Mellon  Institute,  Carnegie-Mellon
University;  Associate Professor of Chemistry,  California State University, Los
Angeles.  Dr. Yen has authored and edited 26 books,  156  peer-reviewed  journal
papers  and 118  entries  for  book  chapters.  Dr.  Yen has 114  entries  under
conference proceedings and 17 U.S. patents listed.

(c)      Directors of Other Reporting Companies:

         Mr. Walker is an officer and director of Entertech Media Group, Inc., a
corporation  which filed a Form 10-SB with the  Commission  on or about June 11,
1999.  As of the filing of this Form  10-KSB/A,  Entertech is  responding to the
comments from NASD Regulation made in connection with that company's  efforts to
obtain a trading  symbol for the  shares of its  common  for  listing on the OTC
Bulletin Board.  Entertech's shares are not currently quoted on the OTC Bulletin
Board.


                                       28
<PAGE>


         Mr.  Walker also is a director of Talk Visual  Corp.  whose  shares are
traded under the symbol TVCP on the OTC  Bulletin  Board  market.  He also is an
officer and director of Harvard  Scientific  Corp. whose shares are traded under
the symbol "VGEN" on the Over-the-Counter NASDAQ Bulletin Board.

(d)      Employees:

         The Company has three (3)  full-time  employees and three (3) part-time
employees.  The five (5)  officers  and  directors  of the Company  also perform
services on behalf of the Company but do so on a non-exclusive basis.

(e)      Family Relationships:

         There are no family  relationships  between  the  directors,  executive
officers or any other  person who may be  selected  as a director  or  executive
officer of the Company.

(f)      Involvement in Certain Legal Proceedings:

         None of the officers,  directors,  promoters or control  persons of the
Company have been involved in the past five (5) years in any of the following:

         (1)      Any  bankruptcy  petition  filed by or against any business of
                  which such person was a general  partner or executive  officer
                  either at the time of the bankruptcy or within two years prior
                  to that time;


                                       29
<PAGE>


         (2)      Any conviction in a criminal proceedings or being subject to a
                  pending criminal proceeding  (excluding traffic violations and
                  other minor offenses);

         (3)      Being   subject  to  any  order,   judgment  or  decree,   not
                  subsequently  reversed,  suspended or vacated, or any Court of
                  competent jurisdiction,  permanently or temporarily enjoining,
                  barring,  suspending or otherwise  limiting his involvement in
                  any type of business, securities or banking activities; or

         (4)      Being found by a court of competent  jurisdiction  (in a civil
                  action),  the  Commission  or the  Commodity  Futures  Trading
                  Commission to have violated a federal or state securities laws
                  or  commodities  law, and the judgment has not been  reversed,
                  suspended, or vacated.

         The officers and directors  who are  identified  above are  significant
employees of the Company.

(g)      Section 16a Beneficial Ownership Compliance

         The officers,  directors and beneficial  owners of more than 10% of the
Company's common stock have filed their initial  statements of ownership on Form
3.  The  officers,  directors  and  beneficial  owners  of more  than 10% of the
Company's common stock have also filed the required Forms 4 or 5.


                                       30
<PAGE>


--------------------------------------------------------------------------------
ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------

         The following table sets forth information  about  compensation paid or
accrued by the Company during the years ended  December 31, 2000,  1999 and 1998
to the Company's  officers and directors.  None of the Executive Officers of the
Company earned more than $100,000 during the years ended December 31, 2000, 1999
and 1998.
<TABLE>
<CAPTION>

                                       Summary Compensation Table
                                       --------------------------
                                                             Long Term Compensation
                                                             ----------------------
                             Annual Compensation        Awards                       Payouts
                             -------------------        ------                       -------
                                                   (e)                  (g)
                                                  Other      (f)      Securities             (i)
  (a)                                             Annual  Restricted  Under-      (h)      Other
Name and                           (c)     (d)    Compen-   Stock     Lying      LTIP     Compen-
Principal                (b)     Salary   Bonus   sation    Awards    Options/   Payouts   sation
Position                 Year    $         ($)     ($)       ($)       SARs(#)     ($)       ($)
--------                 ----    ------    ---     ---       ---       -------     ---       ---
<S>                      <C>     <C>     <C>      <C>       <C>        <C>         <C>       <C>
Rudolph Gunnerman
-----------------
Chairman of              2000    $ None  $ None   $ None    $ None     7,500,000   None      None
the Board                1999    $ None  $ None   $ None    $ None     None        None      None
and Director             1998    $ None  $ None   $ None    $ None     None        None      None

Mark T. Cullen
--------------
President,               2000    $50,001 $ None   $ None    $ None     1,000,000   None      None
CEO and                  1999    $ None  $ None   $ None    $ None     None        None      None
Director                 1998    $ None  $ None   $ None    $ None     None        None      None

Alexander H. Walker, Jr.
------------------------
Secretary and            2000    $ None  $ None   $ None    $ None     1,000,000   None      None
Director                 1999    $ None  $ None   $ None    $ None     None        None      None
                         1998    $ None  $ None   $ None    $ None     None        None      None

Paul Knauff
-----------
Chief Finan-             2000    $ None  $ None   $1,000    $ None     106,000     None      None
cial Officer             1999    $ None  $ None   $ None    $ None     None        None      None
and Treasurer            1998    $ None  $ None   $ None    $ None     None        None      None
</TABLE>


                                       31
<PAGE>


         The amount listed as other annual  compensation  for Paul Knauff in the
year 2000  represents  amounts  the Company  pays in a monthly fee to  McDermitt
Investment  Company,   Inc.  Mr.  Knauff's  wife  owns  and  controls  McDermitt
Investment  and this  monthly  fee is intended  as partial  compensation  to Mr.
Knauff for his services to the Company.  Pursuant to the  agreement  between the
Company's  subsidiary,  SulphCo.  and  McDermitt  Investment,  the Company  pays
McDermitt $1,000 per month plus an amount equal to $20.83 per hour for each hour
Mr.  Knauff  performs  his  duties as  SulphCo.,  which  includes 5 days of paid
holidays each year and 10 days of paid vacation each year. The agreement between
SulphCo.  and McDermitt is for a period of 12 months beginning November 16, 2000
and ending November 15, 2001.  Also, the 106,000 shares of the Company's  common
stock  subject to the option  listed  for Mr.  Knauff in 2000 are  subject to an
option granted McDermitt Investment Company, Inc.

         Options  granted  other  members of management in 2000 are described in
Item 12 below.


                                       32
<PAGE>


--------------------------------------------------------------------------------
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------------------------

         The following information sets forth certain information as of March 6,
2001 about each person who is known to the Company to be the beneficial owner of
more than five  percent  (5%) of the  Company's  Common Stock and sets forth the
securities ownership of management:

(a)      5% Shareholders:

(1)                 (2)                     (3)                     (4)
Title          Name and Address     Amount And Nature of        Percent of
of Class        Of Benefical         Benefical Ownership           Class
                   Owner

Common         Rudolph Gunnerman        12,700,00                   55.9%
               5250 Neil Road
               Suite 303
               Reno, NV 89502

Common         Peter Gunnerman          2,000,000                   08.8%
               5250 Neil Road
               Suite 303
               Reno, NV 89502

Common         Kristina Gunnerman       2,000,000                   08.8%
               5250 Neil Road
               Suite 303
               Reno, NV 89502

Common         Alex Paior               2,000,000                   08.8%
               5250 Neil Road
               Suite 303
               Reno, NV 89502

Common         Mark T. Cullen           2,120,000                   09.3%
               5250 Neil Road
               Suite 303
               Reno, NV 89502

                                       33
<PAGE>


(b)      Security Ownership of Management

(1)                 (2)                     (3)                     (4)
Title          Name and Address     Amount And Nature of        Percent of
of Class        Of Benefical          Benefical Ownership          Class
                   Owner

Common         Rudolph Gunnerman        12,700,00                   55.9%
               5250 Neil Road
               Suite 303
               Reno, NV 89502

Common         Mark T. Cullen           2,120,000                   08.8%
               5250 Neil Road
               Suite 303
               Reno, NV 89502

Common         Alexander H. Walker, Jr.   299,432 1                 08.8%
               50 West Liberty Street
               Suite 8803
               Reno, NV 89501

Common         Paul Knuaff                    300 2          Less than 1%
               5250 Neil Road
               Suite 303
               Reno, NV 89502

Common         Joseph W. Sutton           400,000 3                 01.7%
               1650 Meadow Wood Lane
               Reno, NV 89502

Common         All Directors and       15,519,732                   68.3%
               Officers as a Group

(c)      Changes in Control:

Other than the change in  control,  which took place in  December  2000
described in Item 1 above,  there is no arrangement which may result in a change
in control.

================================================================================
         1 Such shares are  beneficially  owned by  Alexander  H.  Walker,  Jr.,
Secretary and a Director of FilmWorld,  Inc.,  through his ownership and control
of Hidden  Splendor  Resources  the  registered  owner of record of the  299,432
shares.

         2 Such shares are owned by McDermitt  Investment Company, a corporation
owned and controled by Mr. Knauff's wife.

         3 Such shares are owned  beneficially  by Joseph W. Sutton  through his
ownership and control of Sutton  Ventures  Group,  The  registered  owner of the
shares.


                                       34
<PAGE>

--------------------------------------------------------------------------------
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------

         During the past two (2)  years,  the  Company  has not  entered  into a
transaction  with a value in excess  of  $60,000  with a  director,  officer  or
beneficial  owner  of 5% or more  of the  Company's  capital  stock,  except  as
follows:

         On December 4, 2000, the Company issued a total of 20,000,000 shares of
its common stock to the following in the following amounts:



         Registered Owner                        No. Shares
         ----------------                        ----------
         Rudolph Gunnerman                       12,000,000
         Kristina Gunnerman                       2,000,000
         Peter Gunnerman                          2,000,000
         Alex Paior                               2,000,000
         Mark T. Cullen                           2,000,000



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

                                       35
<PAGE>

         The  Company is  indebted  to Hidden  Splendor  Resources,  Ltd. in the
amount of $150,000.  Alexander H. Walker,  Jr. is the beneficial owner of Hidden
Splendor  Resources,  Ltd.  This  debt is for  legal  and  accounting  services,
transfer  fees,  filing  fees and other  expenses  incurred  as a result of this
corporate reorganization.

         On December 4, 2000, the Company's board of directors  approved several
options to purchase the Company's  shares of the Company's  common stock.  These
options are effective  for a period of two years.  Such options were approved in
the following amounts to the following individuals:

                                    Number of Shares
         Name                       Subject to Option     Option Price Per Share
         ----                       -----------------     ----------------------
         Rudolph Gunnerman              7,500,000                 $0.50
         Dr. Mark Cullen                1,000,000                 $0.50
         Alexander H. Walker, Jr.       1,000,000                 $0.50
         Harry Holman                     100,000                 $0.50

         In December of 2000,  Mr.  Gunnerman  exercised  his option  rights and
purchased 700,000 shares of the Company's common stock for cash in the amount of
$350,000.  Dr. Cullen also  exercised his option  rights in December  2000,  and
purchased 120,000 shares for cash in the amount of $60,000.

         Dr.  Gunnerman has loaned the Company $100,000 to pay the current debts
of the Company.


                                       36
<PAGE>


--------------------------------------------------------------------------------
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------

         The Company filed a Form 8-K on December 4, 2000.

Assigned
Number   Description
------   -----------

(2)      Plan  of  acquisition,  reorganization,  arrangement,  liquidation,  or
         succession:  None.

(3)(ii)  By-laws of the Company:  Incorporated  by reference  from the Company's
         October 8, 1999 Form 10-SB filing.

(4)      Instruments defining the rights of holders including indentures: None

(9)      Voting Trust Agreement:    None

(10)     Material Contracts:

         (a)     Desulfurization  Technology Agreement between SulphCo, Inc. and
                 Sinclair Oil Corporation dated January 3, 2001

         (b)     Memorandum of Understanding  between SulphCo,  Inc. and Bechtel
                 Corporation dated January 2, 2001


                                       37
<PAGE>


(11)     Statement regarding computation of per share earnings: Computations can
         be determined from financial statements.

(16)     Letter on change in certifying accountant:   None

(18)     Letter on Change in Accounting Principles: None

(21)     Subsidiaries of the registrant: GRD, Inc., a Nevada corporation,  doing
         business as SulphCo.

(22)     Published Report Regarding Matters Submitted to Vote: None

(23)     Consent of Experts and Counsel: None

(24)     Power of Attorney:   None

(99)     Additional Exhibits:   None


                                       38
<PAGE>


--------------------------------------------------------------------------------
                                   SIGNATURES
--------------------------------------------------------------------------------

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
hereunto duly authorized.

Dated:   June 14, 2001.

                                            SULPHCO, INC.

                                            By /s/ Mark T. Cullen
                                            ---------------------
                                                   Mark T. Cullen
                                                   Chief Executive Officer
                                                   and President