As filed with the Securities and Exchange Commission on February 7, 2013

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

[Missing Graphic Reference] Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MAGNOLIA SOLAR CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	39-2075693
(State or jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

 54 Cummings Park

Suite 316

Woburn, MA 01801

(781) 497-2900

 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

MAGNOLIA SOLAR CORPORATION 2013 INCENTIVE STOCK PLAN

(Full Title of the Plan)

Dr. Ashok K. Sood

President, Chief Executive Officer and Director

Magnolia Solar Corporation

54 Cummings Park

Suite 316

Woburn, MA 01801

(781) 497-2900

(Name, address including zip code, and telephone number, including area code, of agent for service)

With copies to:

Andrea Cataneo, Esq.

Gary Emmanuel, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

(212) 930-9700

Facsimile: (212) 930-9725

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

o Large accelerated filer                                                                                                o Accelerated filer

o Non-accelerated filer (Do not check if smaller reporting company) x Smaller reporting company

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)(2)	Proposed Maximum Offering Price Per Share(3)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.001 per share	5,500,000	$0.04	$220,000	$30.01

 (1) Pursuant to Rule 416 promulgate under the Securities Act of 1933, as amended, there are also registered hereunder such indeterminate number of additional shares as may be issued to the selling stockholders resulting from stock splits, stock dividends or similar transactions.

(2) Represents 5,500,000 shares of common stock reserved for issuance under the Magnolia Solar Corporation 2013 Incentive Stock Plan.

(3) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based upon the average of high and low sale prices as reported on the OTCBB on February 4, 2013.

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EXPLANATORY NOTE

Magnolia Solar Corporation (“Magnolia,” the “Company,” “we”, “us” or “our”) has prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register shares of our common stock, $0.001 par value per share, issuable under the Magnolia Solar Corporation 2013 Incentive Stock Plan.

PART I

INFORMATION REQUIRED IN

THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information concerning the Magnolia Solar Corporation 2013 Incentive Stock Plan required by Item 1 of this Registration Statement on Form S-8, and the statement of availability of registrant information, employee benefit plan annual reports and other information required by Item 2 of Form S-8, will be sent or given to persons eligible to participate in such Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). We will maintain a file of such documents in accordance with the provisions of Rule 428 and, upon request, shall furnish to the Securities and Exchange Commission or its staff a copy or copies of documents included in such file. Pursuant to the instructions to Form S-8, these documents are not required to be and are not being filed either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute part of a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

Any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this prospectus) and the other documents required to be delivered to employees pursuant to Rule 428(b) under the Securities Act, will be available without charge to participants in the Magnolia Solar Corporation 2013 Incentive Stock Plan upon written or oral request by contacting:

Dr. Ashok K. Sood

President, Chief Executive Officer and Director

Magnolia Solar Corporation

54 Cummings Park

Suite 316

Woburn, MA 01801

(781) 497-2900

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PART II

INFORMATION REQUIRED IN

THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed by Magnolia Solar Corporation (“Magnolia,” the “Company,” “we” or “our”) with the Securities and Exchange Commission are incorporated by reference in this registration statement on Form S-8 (the “Registration Statement”):

(1)   Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed March 29, 2012;

(2)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed May 15, 2012;

(3)   Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed August 9, 2012;

(4)   Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed November 14, 2012

(5)   Current Report on Form 8-K, filed March 30, 2012;

(6)   Current Report on Form 8-K, filed April 25, 2012;

(7)   Current Report on Form 8-K, filed June 11, 2012;

(8)   Current Report on Form 8-K, filed July 24, 2012;

(9)   Current Report on Form 8-K, filed October 9, 2012

(10)   Current Report on Form 8-K filed November 28, 2012

(11)   Current Report on Form 8-K filed December 5, 2012

(12)   Current Report on Form 8-K filed January 4, 2013

(13)   Current Report on Form 8-K filed January 30, 2013

(14)   Current Report on Form 8-K filed February 7, 2013.

(15)   Description of our common stock in the Registration Statement on Form 8-A filed August 1, 2008, including any amendment or report filed for the purpose of updating that description.

In addition, all documents filed by Magnolia with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 part hereof from the respective dates of filing of such documents with the Securities and Exchange Commission. Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein (or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.                 Description of Securities.

Not applicable.

Item 5.                 Interests of Named Experts and Counsel.

No expert or counsel named in this Registration Statement as having prepared or certified any part of this Registration Statement or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries.

Item 6.                 Indemnification of Directors and Officers.

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

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Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation.  Our articles of incorporation do not contain any limiting language regarding director immunity from liability.  Excepted from this immunity are:

1.   a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

2.   a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

3.   a transaction from which the director derived an improper personal profit; and

4.   willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

1.   such indemnification is expressly required to be made by law;

2.   the proceeding was authorized by our Board of Directors;

3.   such indemnification is provided by us, in our sole discretion, pursuant to the powers  vested in us under Nevada law; or;

4.   such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

Item 7.                 Exemption from Registration Claimed.

Not applicable.

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Item 8.                 Exhibits.

Exhibit No.	Description
4.1*	Magnolia Solar Corporation 2013 Incentive Stock Plan
5.1*	Opinion of Sichenzia Ross Friedman Ference LLP
23.1*	Consent of KBL, LLP
23.2	Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)

* Filed herewith

Item 9.                 Undertakings.

(a)    The undersigned Registrant hereby undertakes:

(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;

(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 thereof) 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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)    That, for the purpose of determining any liability under the Securities Act, 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.

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(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.

(b) 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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.

(c) 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on this 7th day of February, 2013.

MAGNOLIA SOLAR CORPORATION
By:	/s/ Ashok K. Sood
	Dr. Ashok K. Sood
	President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer)

By:	/s/ Yash R. Puri
	Dr. Yash R. Puri
	Executive Vice-President, Chief Financial Officer and Director (Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Description
4.1*	Magnolia Solar Corporation 2013 Incentive Stock Plan
5.1*	Opinion of Sichenzia Ross Friedman Ference LLP
23.1*	Consent of KBL, LLP
23.2	Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)

* Filed herewith

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