Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                  SULPHCO, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified 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, Nevada 89502
               (Address of principal executive offices; zip code)

                            CONSULTANT NON-QUALIFIED
                             STOCK OPTION AGREEMENT
                            (Full title of the plan)

                              Rudolph W. Gunnerman
                              Chairman of the Board
                              1650 Meadow Wood Lane
                               Reno, Nevada 89502
                                 (775) 829-1310
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              Andrew J. Beck, Esq.
                                      Torys
                                 237 Park Avenue
                            New York, New York 10017

                Approximate date of proposed sale to the public:
                        As soon as practicable after the
                    Registration Statement becomes effective
                    ----------------------------------------


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

========================================== ===================== ===================== ===================== =================
                                                                   Proposed maximum      Proposed maximum
Title of each class of                         Amount to be         offering price      aggregate offering      Amount of
Securities to be registered                     registered          per share (1)           price (1)        registration fee
------------------------------------------ --------------------- --------------------- --------------------- -----------------
<S>          <C>                                <C>                     <C>               <C>                      <C>
Common Stock ($.001 par value)                   2,758,620               $0.725            $1,999,999.50            $500
========================================== ===================== ===================== ===================== =================
</TABLE>


(1)     Estimated  solely for  purposes  of  calculating  the  registration  fee
        pursuant to Rule 457(h).





<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3...Incorporation of Documents by Reference.
         ---------------------------------------

                  The Registrant  hereby states that the documents listed in (a)
through (g) below are incorporated by reference in this  Registration  Statement
and all  documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

(a)      The Registrant's Annual Report on Form 10-KSB, as amended, for the year
ended December 31, 2000.

(b       The  Registrant's  Quarterly Report on Form 10-QSB, as amended, for the
quarter ended March 31, 2001.

(c)      The  Registrant's  Quarterly Report on Form 10-QSB, as amended, for the
quarter ended June 30, 2001.

(d)      The Registrant's Current Report on Form 8-K filed on June 1, 2001.

(e)      The Registrant's Current Report on Form 8-K filed on April 17, 2001.

(f)      The  Registrant's  Current  Report on Form 8-K/A filed on February  14,
         2001.

(g)      The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's Registration Statement on Form 10-SB, as amended, filed on November
18, 1999.

Item 4...Description of Securities.
         -------------------------

                  Not applicable.

Item 5...Interests of Named Experts and Counsel.
         --------------------------------------

                  Not applicable.

Item 6...Indemnification of Directors and Officers.
         ------------------------------------------

                  Section  78.751 of the Nevada General  Corporation  Law allows
the  Registrant  to indemnify  any person who was or is  threatened to be made a
party to any  threatened,  pending or completed  action,  suit or  proceeding by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the Registrant or is or was serving at the request of the Registrant as
                                       1
<PAGE>


a director,  officer, employee or agent of any corporation,  partnership,  joint
venture,  trust or other  enterprise.  The  Registrant  may advance  expenses in
connection  with  defending  any  such   proceeding,   provided  the  indemnitee
undertakes  to pay any such amounts if it is later  determined  that such person
was not entitled to be indemnified by the Registrant.

Item 7...Exemption from Registration Claimed.
         -----------------------------------

                  Not applicable.

Item 8...Exhibits.
         --------

                  The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.

Item 9...Undertakings.
         ------------

                  The  undersigned  Registrant  hereby  undertakes,   except  as
otherwise  specifically  provided in the rules of the  Securities  and  Exchange
Commission promulgated under the Securities Act of 1933:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  hereof)  which,  individually  or in  the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof; and

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                       2
<PAGE>

                  The  undersigned   Registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       3
<PAGE>


                                POWER OF ATTORNEY

                  The Registrant and each person whose  signature  appears below
hereby   appoints   each  of  Rudolph  W.   Gunnerman  and  Paul  C.  Knauff  as
attorneys-in-fact with full power of substitution,  severally, to execute in the
name and on behalf of the Registrant and each such person,  individually  and in
each  capacity  stated  below,  one or  more  amendments  to  this  Registration
Statement as the  attorney-in-fact  acting in the premises deems appropriate and
to file any such  amendment to this  Registration  Statement with the Securities
and Exchange Commission.

                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Reno and  State  of  Nevada  on the 6th day of
September, 2001.

                                 SULPHCO, INC.



                                 By:      /s/ Rudolph W. Gunnerman
                                          -------------------------
                                              Rudolph W. Gunnerman
                                              Chairman of the Board


                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

Signature                                   Title                                       Date
---------                                   -----                                       ----

<S>                                         <C>                                         <C>
/s/                                         President, Chief Executive                  September __, 2001
------------------------------------        Officer and Director
    Stan McLelland

/s/ Paul C. Knauff                          Chief Financial Officer and                 September  5, 2001
------------------------------------        Principal Accounting Officer
    Paul C. Knauff

/s/ Rudolph W. Gunnerman                    Chairman of the Board                       September  5, 2001
-------------------------------             and Director
    Rudolph W. Gunnerman

/s/                                         Director                                    September __, 2001
------------------------------------
    Mark T. Cullen

/s/ Harry Holman                            Director                                    September  5, 2001
------------------------------------
    Harry Holman

/s/                                         Director                                    September __, 2001
------------------------------------
    Joseph W. Sutton

/s/ Alexander H. Walker, Jr.                Director                                    September  5, 2001
----------------------------
    Alexander H. Walker, Jr.
</TABLE>

                                       5
<PAGE>


                               CONSENT OF COUNSEL


                  The consent of Torys is  contained in their  opinion  filed as
Exhibit 5 to this Registration Statement.

                                       6
<PAGE>


                         CONSENT OF INDEPENDENT AUDITORS




We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report dated May 25, 2001 except for Note 16 which
is dated June 13, 2001  relating to the  consolidated  financial  statements  of
Sulphco, Inc. (formerly Filmworld,  Inc.) and Subsidiary as of December 31, 2000
and for the year then ended.



                                                        /s/ TANNER + CO.
                                                        ----------------
                                                            TANNER + CO.



Salt Lake City, Utah
September 5, 2001


                                       7
<PAGE>

<TABLE>
<CAPTION>

                                INDEX TO EXHIBITS


         Number                                                  Description of Exhibit                         Page
         ------                                                  ----------------------                         ----
<S>         <C>                    <C>                                                                            <C>
            4                      Non-Qualified Stock Option Agreement                                            9
            5                      Opinion of Torys                                                               14
           23(i)                   Consent of Tanner & Co., Independent Auditors (See "Consent of                 --
                                   Independent Auditors" in the Registration Statement)
           23(ii)                  Consent of Torys (contained in Exhibit 5)                                      --
           24                      Power of Attorney (see "Power of Attorney" in the Registration                 --
                                   Statement)

</TABLE>



                                       8
[{"type": "S-8", "sequence": "1", "filename": "sulphcos8.txt", "secsgml_size_bytes": 15601}]
{"company-data": {"conformed-name": "SULPHCO INC", "cik": "0001096560", "assigned-sic": "7812", "irs-number": "880224817", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69032", "film-number": "1732383"}, "business-address": {"street1": "1650 MEADOW WOOD LANE", "city": "RENO", "state": "NV", "zip": "89502", "phone": "3239540377"}, "mail-address": {"street1": "1650 MEADOW WOOD LANE", "city": "RENO", "state": "NV", "zip": "89502"}, "former-company": {"former-conformed-name": "FILMWORLD INC", "date-changed": "19991008"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                  SULPHCO, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified 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, Nevada 89502
               (Address of principal executive offices; zip code)

                            CONSULTANT NON-QUALIFIED
                             STOCK OPTION AGREEMENT
                            (Full title of the plan)

                              Rudolph W. Gunnerman
                              Chairman of the Board
                              1650 Meadow Wood Lane
                               Reno, Nevada 89502
                                 (775) 829-1310
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              Andrew J. Beck, Esq.
                                      Torys
                                 237 Park Avenue
                            New York, New York 10017

                Approximate date of proposed sale to the public:
                        As soon as practicable after the
                    Registration Statement becomes effective
                    ----------------------------------------
CALCULATION OF REGISTRATION FEE

========================================== ===================== ===================== ===================== =================
                                                                   Proposed maximum      Proposed maximum
Title of each class of                         Amount to be         offering price      aggregate offering      Amount of
Securities to be registered                     registered          per share (1)           price (1)        registration fee
------------------------------------------ --------------------- --------------------- --------------------- -----------------
Common Stock ($.001 par value)                   2,758,620               $0.725            $1,999,999.50            $500
========================================== ===================== ===================== ===================== =================
(1)     Estimated  solely for  purposes  of  calculating  the  registration  fee
        pursuant to Rule 457(h).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3...Incorporation of Documents by Reference.
         ---------------------------------------

                  The Registrant  hereby states that the documents listed in (a)
through (g) below are incorporated by reference in this  Registration  Statement
and all  documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

(a)      The Registrant's Annual Report on Form 10-KSB, as amended, for the year
ended December 31, 2000.

(b       The  Registrant's  Quarterly Report on Form 10-QSB, as amended, for the
quarter ended March 31, 2001.

(c)      The  Registrant's  Quarterly Report on Form 10-QSB, as amended, for the
quarter ended June 30, 2001.

(d)      The Registrant's Current Report on Form 8-K filed on June 1, 2001.

(e)      The Registrant's Current Report on Form 8-K filed on April 17, 2001.

(f)      The  Registrant's  Current  Report on Form 8-K/A filed on February  14,
         2001.

(g)      The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's Registration Statement on Form 10-SB, as amended, filed on November
18, 1999.

Item 4...Description of Securities.
         -------------------------

                  Not applicable.

Item 5...Interests of Named Experts and Counsel.
         --------------------------------------

                  Not applicable.

Item 6...Indemnification of Directors and Officers.
         ------------------------------------------

                  Section  78.751 of the Nevada General  Corporation  Law allows
the  Registrant  to indemnify  any person who was or is  threatened to be made a
party to any  threatened,  pending or completed  action,  suit or  proceeding by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the Registrant or is or was serving at the request of the Registrant as
                                       1
a director,  officer, employee or agent of any corporation,  partnership,  joint
venture,  trust or other  enterprise.  The  Registrant  may advance  expenses in
connection  with  defending  any  such   proceeding,   provided  the  indemnitee
undertakes  to pay any such amounts if it is later  determined  that such person
was not entitled to be indemnified by the Registrant.

Item 7...Exemption from Registration Claimed.
         -----------------------------------

                  Not applicable.

Item 8...Exhibits.
         --------

                  The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.

Item 9...Undertakings.
         ------------

                  The  undersigned  Registrant  hereby  undertakes,   except  as
otherwise  specifically  provided in the rules of the  Securities  and  Exchange
Commission promulgated under the Securities Act of 1933:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  hereof)  which,  individually  or in  the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement;

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof; and

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                       2
The  undersigned   Registrant   hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       3
POWER OF ATTORNEY

                  The Registrant and each person whose  signature  appears below
hereby   appoints   each  of  Rudolph  W.   Gunnerman  and  Paul  C.  Knauff  as
attorneys-in-fact with full power of substitution,  severally, to execute in the
name and on behalf of the Registrant and each such person,  individually  and in
each  capacity  stated  below,  one or  more  amendments  to  this  Registration
Statement as the  attorney-in-fact  acting in the premises deems appropriate and
to file any such  amendment to this  Registration  Statement with the Securities
and Exchange Commission.

                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Reno and  State  of  Nevada  on the 6th day of
September, 2001.

                                 SULPHCO, INC.

                                 By:      /s/ Rudolph W. Gunnerman
                                          -------------------------
                                              Rudolph W. Gunnerman
                                              Chairman of the Board

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                   Title                                       Date
---------                                   -----                                       ----
/s/                                         President, Chief Executive                  September __, 2001
------------------------------------        Officer and Director
    Stan McLelland

/s/ Paul C. Knauff                          Chief Financial Officer and                 September  5, 2001
------------------------------------        Principal Accounting Officer
    Paul C. Knauff

/s/ Rudolph W. Gunnerman                    Chairman of the Board                       September  5, 2001
-------------------------------             and Director
    Rudolph W. Gunnerman

/s/                                         Director                                    September __, 2001
------------------------------------
    Mark T. Cullen

/s/ Harry Holman                            Director                                    September  5, 2001
------------------------------------
    Harry Holman

/s/                                         Director                                    September __, 2001
------------------------------------
    Joseph W. Sutton

/s/ Alexander H. Walker, Jr.                Director                                    September  5, 2001
----------------------------
    Alexander H. Walker, Jr.
5
CONSENT OF COUNSEL

                  The consent of Torys is  contained in their  opinion  filed as
Exhibit 5 to this Registration Statement.

                                       6
CONSENT OF INDEPENDENT AUDITORS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report dated May 25, 2001 except for Note 16 which
is dated June 13, 2001  relating to the  consolidated  financial  statements  of
Sulphco, Inc. (formerly Filmworld,  Inc.) and Subsidiary as of December 31, 2000
and for the year then ended.

                                                        /s/ TANNER + CO.
                                                        ----------------
                                                            TANNER + CO.

Salt Lake City, Utah
September 5, 2001

                                       7
INDEX TO EXHIBITS

         Number                                                  Description of Exhibit                         Page
         ------                                                  ----------------------                         ----
4                      Non-Qualified Stock Option Agreement                                            9
            5                      Opinion of Torys                                                               14
           23(i)                   Consent of Tanner & Co., Independent Auditors (See "Consent of                 --
                                   Independent Auditors" in the Registration Statement)
           23(ii)                  Consent of Torys (contained in Exhibit 5)                                      --
           24                      Power of Attorney (see "Power of Attorney" in the Registration                 --
                                   Statement)
8