Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 14, 2012, Allen Feng notified MagneGas Corporation (the "Company") that he would resign from his position as a member of the board of directors of the Company (the "Board"), effective immediately. Mr. Feng's resignation was not as a result of any disagreements with us and he will continue to attend Board meetings as an observer.

On August 14, 2012, the Board unanimously appointed Christopher Huntington as a member of the Board to replace the vacancy left by Mr. Feng, for a total of seven members of the Board. Mr. Huntington will hold office until the next annual general meeting of our shareholders or until removed from office in accordance with the Company's bylaws.

The Board has determined that Mr. Huntington qualifies as independent in accordance with the rules set forth by Rule 5605 of the Nasdaq Listing Requirements.

Christopher Huntington has served as Director of MagneGas Corporation since August 14, 2012. In 2010, Mr. Huntington co-founded the strategic consulting firm, New Energy Fund Advisors, LLC. In 2007, Mr. Huntington co-founded Skyfuel, Inc, a solar thermal power technology company, where he was the Vice President of Business Development from 2007 until 2010. In 2006, Mr. Huntington founded Redhook Renewable Energy Ventures, LLC, a consulting firm advising renewable energy and clean-tech companies on fund-raising, marketing and media strategies, which he was a principal until 2007. Mr. Huntington worked at the Cable News Network (CNN) from 1989 to 2006 as a financial news producer and correspondent. Prior to his employment at CNN, Mr. Huntington worked at Pacific Securities/Robert C. Brown & Co. as an assistant bond trader. Mr. Huntington attended the University of California, Berkley and was awarded a B.A. in Rhetoric and a special diploma in Social Studies from Oxford University.

Mr. Huntington's qualifications to serve on the Board include his financial and management experience .

Family Relationships

There are no family relationships between any of the Company's directors or officers and Mr. Huntington.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Director Agreements

As an independent director, Mr. Huntington will be provided with the following compensation: (a) subject to the Board's approval, the Company will issue a total of $20,000 of restricted common stock equivalent on a quarterly basis for services rendered to the Company, with an annual issuance not to exceed $80,000; and (b) during the directorship term, the Company will him for all reasonable out-of-pocket travel expenses incurred by the director in attending any in-person meetings, provided that the director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

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