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

FORM 10-QSB/A

Amendment No. 5

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 2004.

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

Commission File No. 0-27599

SULPHCO, INC.

(Name of the small business issuer)

Nevada	88-0224817
(State of Incorporation)	(I.R.S. Employer Identification No.)

850 Spice Islands Drive, Sparks, NV 89431

(Address of principal executive offices)

(775) 829-1310

(Issuer’s telephone number)

Number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 50,820,083 shares of common stock issued and outstanding as of April 30, 2004.

Transitional Small Business Disclosure Format: Yes o   No x

EXPLANATORY NOTE

SulphCo, Inc. (the “Company”) is filing this Amendment No. 5 to Form 10-QSB/A (“Amendment No. 5”) to amend its Quarterly Report on Form 10-QSB for the period ended March 31, 2004 (the “Original Filing”) filed on May 17, 2004 with the Securities and Exchange Commission (“SEC”), as amended by Amendment No. 1 filed with the SEC on June 14, 2004 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on July 1, 2004, Amendment No. 3 filed with the SEC on November 23, 2004, and Amendment No. 4 filed with the SEC on January 24, 2005, in order to (i) refile in its entirety “Part I - Item 1. Financial Statements” to amend its unaudited financial statements for the periods ended March 31, 2004, and March 31, 2003, (ii) refile “Part II - Item 6. Exhibits and Reports on Form 8-K” in its entirety to reflect the new certifications of our Chief Executive Officer and Chief Financial Officer included with this Amendment No. 5 as Exhibits 31.1 and 31.2, respectively; and (ii) to include new Exhibits 31.1, 31.2 and 32.1.

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

This Amendment does not amend any other information previously filed in the Original Filing as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4. The Original Filing as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 is hereby superseded and amended with respect to the section and Exhibits set forth in this Amendment No. 5.

SULPHCO, INC.
(A Company in the Development Stage)
BALANCE SHEET
March 31, 2004
(unaudited)

	March 31, 2004
Current Assets :
Cash and cash equivalents	$	330,855
Accounts receivable		15,273
Prepaid expenses		3,262
Total current assets		349,390
Fixed Assets
Property and equipment, net		175,133
Inventory		535,600
Total fixed assets		710,733
Other Assets
Deferred tax asset (net of valuation allowance of $6,590,229)		—
Deposits		36,822
Total other assets		36,822
Total assets	$	1,096,945
Current Liabilities
Accounts payable	$	41,239
Accrued liabilities		51,874
Related party notes payable		1,000,000
Total current liabilities		1,093,113
Commitment and Contingencies		—
Stockholder’s equity
Preferred stock: 10,000,000 shares authorized ($0.001 par value) none issued		—
Common stock: 100,000,000 shares authorized ($0.001 par value) 50,820,083
shares issued and outstanding at March 31, 2004		50,820
Paid in capital		19,847,739
Expenses paid by common stock		(222,000	)
Stock subscription receivable		(812,000	)
Deficit accumulated during the development stage		(18,860,727	)
Total stockholder’s equity		3,832
Total liabilities and equity	$	1,096,945

The Accompanying Notes are an Integral Part of the Financial Statements

SULPHCO, INC.
(A Company in the Development Stage)
STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2004 and 2003
(unaudited)

	Inception to date			Three Months Ended March 31
				2004			2003
Revenue
Sales	$	42,967		$	—		$	—
Interest income		39,309						2
Total revenue		82,276			—			2
Expenses
Salary and wage expense		(7,698,711	)		(208,302	)		(214,926	)
Directors expense		(195,500	)		—			—
General and administrative expenses		(8,750,418	)		(355,213	)		(268,153	)
Research and development expenses		(1,337,623	)		(106,130	)		(71,042	)
Loss on disposal of asset		(221,711	)		—			—
Depreciation		(613,029	)		(47,382	)		(40,500	)
Total operating expenses		(18,816,992	)		(717,027	)		(594,621	)
Loss from operations		(18,734,716	)		(717,027	)		(594,619	)
Interest expense		(126,011	)		(80,000	)		(9,676	)
Net loss before taxes		(18,860,727	)		(797,027	)		(604,295	)
Income tax benefit		—			—			—
Net loss	$	(18,860,727	)	$	(797,027	)	$	(604,295	)
Loss per common share	$	(0.60	)	$	(0.02	)	$	(0.01	)
Weighted average shares basic and fully diluted		32,114,974			50,786,750			47,671,170

The Accompanying Notes are an Integral Part of the Financial Statements

SULPHCO, INC.
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2004
(unaudited)

	Inception to date			Three Months Ended March 31
				2004			2003
Cash Flows From Operating Activities
Net loss	$	(18,860,727	)	$	(797,027	)	$	(604,297	)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation & amortization		613,029			47,382			40,500
Shares issued for services		5,394,818			85,000			—
Shares issued for interest expense		74,000			74,000			—
Shares subscribed for services		21,000			—			—
Loss on disposal of subsidiary		221,177
Increase in allowance for doubtful account		15,142			15,373			—
Increase in accounts receivable		(15,142	)		(15,142	)		—
Increase in spare parts inventory		(101,606	)
Decrease in related party receivable		1,359,185			—			—
Increase in work in progress		(583,470	)
(Increase) decrease in prepaid expenses		(1,761	)		7,710			6,052
Decrease in accounts payable		(9,726	)		(35,980	)		(74,888	)
Increase in accrued expenses		101,847			(820	)		15,914
Decrease in legal settlement		—			(13,636	)		(31,818	)
Net cash used in operating activities		(11,772,234	)		(633,140	)		(648,537	)
Cash Flows From Investing Activities
Purchase of property and equip		(260,512	)		(6,365	)		(106,741	)
Investment in subsidiary		(220,086	)		—			—
Payment of deposit		(36,822	)		—			(48,064	)
Development of intangible assets		(15,843	)		—			—
Net cash used in investing activities		(533,263	)		(6,365	)		(154,805	)
Cash Flows from Financing Activities
Proceeds from issuance of stock		6,890,200			—			—
Proceeds from stock subscription		4,571,237			—			1,936,500
Proceeds from issuance of related party notes payable		3,750,000			250,000			—
Proceeds from issuance of line of credit		750,000			—			—
Return on capital		(118,427	)		—			—
Principal payments on related party notes payable		(250,000	)		—			(170,000	)
Payments on contract payable		—			—
Principal payments on line of credit		(750,000	)		—			(500,000	)
Principle payments on advance from related party		(2,191,285	)		—
Net cash provided by financing activities		12,651,725			250,000			1,266,500
Net increase (decrease) in cash and cash equivalents		346,228			(389,505	)		463,158
Cash and cash equivalents at beginning of period		—			735,733			13,574
Cash and cash equivalents at end of period	$	346,228		$	346,228		$	476,732

Supplemental Information and non cash transactions

During the three months ended March 31, 2004, and 2003, the Company paid $80,000 and $9,676 in interest, respectively, The Company paid no income taxes during the three months ended March 31, 2004, and 2003.

In January 2004, the Company issued one million shares of its common stock for interest expense of $74,000 and $222,000 of prepaid interest.

In March 2004, the Company subscribed fifty thousand shares of its common stock for services to a director.

The Accompanying Notes are an Integral Part of the Financial Statements

SULPHCO, INC.
(A Company in the Development Stage)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2004
(unaudited)

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

2.	Prepaid Expenses
	Prepaid expenses include prepaid interest of $222,000. One million common shares were issued in lieu of interest for two loans totaling $1,000,000. The prepaid interest is amortized over one year (the life of the loan).

3.	Related Party Transactions
	In March 2004, the Company issued 50,000 shares of subscribed common stock to a director at $0.42 per share for director services in the prior year.
	The CEO was paid consulting fees of $75,000 during the quarter, under an employment contract. The agreement is set to terminate on July 1, 2004.

SULPHCO, INC.
(A Company in the Development Stage)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2004
(unaudited)

The Company had outstanding at March 31, 2004, a $500,000 note due to a related party, as well as a $500,000 note payable to the CEO. Both of these loans had interest rates of 29.5% (percent).

In January 2004, the Company issued 500,000 shares to each related party in lieu of interest on these notes.

4.	Capital Stock
	In January 2004, one million subscribed common shares were issued for interest expense during the quarter of $74,000 and prepaid interest of $222,000. (See Note 3).
	Also in January 2004, one hundred thousand shares were issued at $0.85 per share for consulting services valued at $85,000.
	In March 2004, fifty thousand subscribed common shares were issued for Director services valued in the prior year at $21,000.

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

SULPHCO, INC.
(A Company in the Development Stage)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2004
(unaudited)

There are various claims and lawsuits pending against the Company arising in the normal course of the Company’s business. Although the amount of liability at March 31, 2004, cannot be ascertained, management is of the opinion that any resulting liability will not materially affect the Company’s financial position.

In January 2004 the Company filed suit for the remittance of $737,000, the balance of the stock subscription that is in dispute.

6.

Subsequent Events

In June 2004, the Company entered into two private placements. The first private placement was to sell 2,978,333 units. The units consist of 2,978,333 shares of common stock at $0.90 per share, warrants exercisable at $1.125 per share for 1,073,217 shares of common stock, and additional investment rights entitling the purchaser to purchase up to 6,132,667 shares of common stock at a purchase price of $0.90, and a warrant to purchase up to 2,146,433 shares at $1.125 per share. The second private placement was to sell 2,030,960 units. The units consist of 2,030,960 shares of common stock at $1.25 per share, warrants exercisable at $1.5625 per share for 731,846 shares of common stock, and additional investment rights entitling the purchaser to purchase up to 2,090,989 shares of common stock at $1.25 per share and a warrant to purchase up to 1,463,692 shares at $1.5625 per share.

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

(a) Exhibits.

*	Exhibit 16.1 - Letter from Forbush and Associates to the U.S. Securities and Exchange Commission dated May 14, 2004.
	Exhibit 31.1 - Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
	Exhibit 31.2 - Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.
	Exhibit 32.1 - Certification of CEO and CFO Pursuant to 18 U.S.C. ss. 1350, as Adopted Pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002.
————————

*	Incorporated by reference from the Company’s Form 10-QSB for the quarter ended March 31, 2004, as filed with the SEC on May 17, 2004.
(b)	Reports on Form 8-K. None.

SIGNATURES

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

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