SulphCo, Inc.
850 Spice Islands Drive
Sparks, NV 89431
August 3, 2005
Via Edgar
U.S. Securities and Exchange Commission
450 Fifth Street, N.W., Mail Stop 7010
Washington, D.C. 20549
Attention: Patricia Armelin
RE: SULPHCO, INC.
FORM 8-K ITEM 4.01
FILED JULY 21, 2005
FILE NO. 0-27599
Dear Ms. Armelin:
Please refer to the above-referenced Form 8-K which was filed by
SulphCo, Inc. (the "Registrant") with the SEC on July 21, 2005, and your letter
dated July 27, 2005, requesting that we provide certain information related to
the filing. Following is the information you requested.
1. Marc Lumer & Company is in the process of applying to the Nevada State
Board of Accountancy. Please refer to the enclosed letter dated July
29, 2005, from the Nevada State Board of Accountancy reflecting their
tentative approval of Marc Lumer & Company effective as of July 29,
2005.
2. Our principal operations and assets are located in the State of
Nevada. Marc Lumer & Company, based in San Francisco, California, was
selected as our auditor as they previously performed the "concurring
partner reviews" for our previous independent auditor, Mark Bailey &
Co., and was familiar with our operations. It is difficult for an
emerging, development stage company to find an auditor in Nevada who
is qualified and registered with the PCAOB, and is willing to devote
the time and attention required.
3. The audit will be conducted in both California and Nevada:
- trial balances, transaction information and permanent data file
information will have been transmitted electronically by us to
the auditor;
- import to accountants working trial balance software (go systems)
review of documents, and selections of transactions and journal
entries to be reviewed and vouched, will occur in California;
- some interviewing of our staff will be conducted electronically
and telephonically; and
- traditional "field work" will be conducted in Nevada.
4. Marc Lumer & Company is duly registered and in good standing under the
laws of its principal place of business, California. They are also
registered with the PCAOB. Therefore, they meet the requirements of
Rule 2-01(a) of Regulation S-X.
5. Marc Lumer & Company has advised us that they expect to continue to
meet applicable federal and state regulatory licensing requirements in
connection with the review of our quarterly financial statements and
our audit for the fiscal year ending December 31, 2005.
This will acknowledge that:
1. staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing;
2. the Registrant is responsible for the adequacy and accuracy of the
disclosure in the filing;
3. The Registrant may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States; and
4. The Registrant has been advised by the staff that the Division of
Enforcement has access to all information provided by the Registrant
to the staff of the Division of Corporation Finance in connection with
your review of our filing or in response to your comments on our
filing.
The foregoing is intended to be fully responsive to the questions and
concerns raised by the Commission with respect to this filing. However, please
let me know if you have any further questions or require any additional
information.
Very truly yours,
SULPHCO, INC. (the "Registrant")
By: /s/ Alan L. Austin, Jr.
------------------------------------
Vice President of Finance and
Chief Financial Officer
NEVADA STATE BOARD OF ACCOUNTANCY
July 29, 2005
Mr. Marc A. Lumer
221 Main Street Ste. 735
San Francisco, CA 94105
Dear Mr. Lumer:
The Temporary Permit application for your firm's engagement for Sulph Co., Inc.
located at 850 Spice Island Drive, Sparks NV 89431, has been given tentative
approval subject to ratification by the Board.
You may commence work under this permit on July 29, 2005 and it must cease or be
completed on or before December 28, 2005. If the permit is of a continuing
nature a new permit must be requested at least 30 days prior to the expiration
date of the current permit period.
The end report must be filed within 30 days of the expiration of this permit,
you must report to the Board the names of all persons present in the state and
employed in the conduct of the engagement during the period of the permit and
forward an additional $25.00 fee for each, excluding the person in charge. A
form is enclosed for this purpose.
Sincerely,
/s/ Leslie C. Walsh
Leslie C. Walsh
Board Coordinator
Enc.
NEVADA STATE
BOARD OF ACCOUNTANCY
1325 Airmotive Way, Suite 220
Reno, NV 89502
(775) 786-0231
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TEMPORARY PERMIT
END REPORT
An End Report Form must be completed and sent to the Board office for the end of
each 6-month period. Within 30 days after the expiration of the permit period,
the applicant shall report to the board the names of all persons present in the
state and employed in the conduct of the engagement during the period of the
permit. A fee of $25 is required for each additional person assigned to the
engagement during the permit period.
- --------------------------------------------------------------------------------
Name of Person Responsible for Engagement
- --------------------------------------------------------------------------------
Firm Name
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Mailing Address
- --------------------------------------------------------------------------------
Telephone Number
- --------------------------------------------------------------------------------
Name of Client
- --------------------------------------------------------------------------------
Address of Client
- --------------------------------------------------------------------------------
Date Engagement Started Date Engagement Completed
List the following information for each additional person assigned to the
engagement:
- --------------------------------------------------------------------------------
Name License Number State of Issuance
- --------------------------------------------------------------------------------
Name License Number State of Issuance
- --------------------------------------------------------------------------------
Name License Number State of Issuance
- --------------------------------------------------------------------------------
Name License Number State of Issuance
- -------------------------------- ------------------------------
Signature of Applicant Date
Received ___________________ Check No. _________________ Amount________________