8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

Date of Report (Date of earliest event reported):  February 22, 2011

Magnolia Solar Corporation

(Exact Name of Registrant as Specified in Charter)

Nevada	333-151633	39-2075693
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer
		Identification No.)

54 Cummings Park Suite 316 Woburn, MA	01801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 497-2900

(Former name or former address, if changed since last report)

         Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.         Other Events.

On February 22, 2011, Magnolia Solar Corporation (the “Company”) issued a press release announcing that its wholly-owned subsidiary, Magnolia Solar, Inc. will be participating in two panel discussions on clean energy and photovoltaics at the College of Nanoscale Science and Engineering. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.         Financial Statements and Exhibits.

 (d)           Exhibits.

Exhibit No.	Description
99.1	Press Release dated February 22, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MAGNOLIA SOLAR CORPORATION
Date:  February 22, 2011	By:	/s/ Ashok K. Sood
		Name:  Dr. Ashok K. Sood
		Title:    President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 22, 2011

EX-99.1

Exhibit 99.1

Magnolia Solar to Participate in Two Panel Discussions on Clean Energy and Photovoltaics at the College of Nanoscale Science and Engineering

Magnolia Solar Corporation (OTC: MGLT) (Woburn and Albany) ("Magnolia Solar") announced today that its wholly owned subsidiary, Magnolia Solar, Inc., has been invited by the College of Nanoscale Science and Engineering (CNSE) and CNSE’s Incubators for Collaborating & Leveraging Energy and Nanotechnology (iCLEAN) to participate in an invitation-only, roundtable discussion on Tuesday, February 22, 2011.  The meeting will be attended by senior executives from the New York State Energy Research and Development Authority (NYSERDA), including President and Chief Executive Officer Frank Murray and Vice President for Technology and Strategic Planning Janet Joseph.

Magnolia Solar has also been invited to be on a panel of experts for the Tech Valley Energy Forum on Photovoltaics on February 24, 2011, in an event organized by CNSE’s Energy & Environmental Technology Applications Center (E2TAC).

Dr. Yash R. Puri, Executive Vice President and CFO, will participate in the iCLEAN roundtable discussion and will be one of the expert panelists at the E2TAC Forum on Photovoltaics. Magnolia Solar is receiving support from NYSERDA and is working with faculty and scientists at CNSE, where its research and development operation is based, and Rensselaer Polytechnic Institute (RPI), to develop high efficiency, nanostructure based thin film solar cells.

Dr. Puri stated, “We are committed to growing in New York’s Capital Region, leveraging the world-class technological and intellectual infrastructure at CNSE’s Albany NanoTech Complex. We are pleased to participate in these two events to develop and promote the use of clean, renewable energies in the United States. Photovoltaics is the only truly scalable renewable energy technology. Our close collaborations with CNSE, our excellent relations with NYSERDA, and ongoing work with nearby universities allow us to capitalize on our innovations and help us expand our business.”

About Magnolia Solar Corporation: Based in Woburn, MA and Albany, NY, Magnolia Solar was founded in 2008 to develop and commercialize revolutionary new thin film solar cell technologies that employ nanostructured materials and designs.  Both higher current and voltage outputs are expected from thin film solar cells that combine Magnolia’s exclusive material structures with advanced optical coatings.  Magnolia’s technology has the ability to capture a larger part of the solar spectrum to produce high efficiency solar cells, and incorporates a unique nanostructure-based antireflection coating technology to further increase the solar cell's efficiency, thereby reducing the cost per watt.  Magnolia Solar technology targets electrical power gen eration applications, such as power for electrical grids and distributed power applications ranging from commercial and residential lighting to specialized military applications.

For more information, please visit www.MagnoliaSolar.com, or visit us on Facebook, Twitter, You Tube, or LinkedIn.

Forward-Looking Statements: This release contains forward-looking statements, including, without limitation, statements concerning our business and possible or assumed future results of operations. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including: our ability to continue as a going concern, adverse economic changes affecting markets we serve; competition in our markets and industry segments; our timing and the profitability of entering new markets; greater than expected costs, customer acceptance of our products or difficulties related to our integration of the businesses we may acquire; and other risks and uncertainties as may be detailed from time to time in our public announcements and SEC filings. Although we believe the expectations reflected in the forw ard-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

For more information contact:

Hanover Financial Services

Ronald J. Blekicki

info@hanoverfinancialservices.com

303-494-3617