UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549



FORM 10-K/A

(Amendment No. 1)



(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31,
2015



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from ______________
to ______________



Commission file number: 001-35586



|MagneGas Corporation                                    
|--------------------------------------------------------
|( Exact name of registrant as specified in its charter )



|Delaware                                                               |  | 26-0250418                            
|---------------------------------------------------------------------- |  | --------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I. R. S. Employer Identification No.)



|150 Rainville Road Tarpon Springs, FL    |  | 34689     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



Registrant’s telephone number, including
area code : (727) 934-3448



Securities registered under Section 12(b)
of the Act:



|Title of each class:            |  | Name of each exchange on which registered:
|------------------------------- |  | ------------------------------------------
|Common Stock, par value $0. 001 |  | The NASDAQ Stock Market LLC               



Securities registered under Section 12(g)
of the Act:

(Title of class)

None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ̈Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ̈Nox



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232. 405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229. 405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



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.



|Large accelerated filer. ̈                                                             | Accelerated filer. ̈        
|------------------------------------------------------------------------------------- | ---------------------------
|Non-accelerated
        filer. ̈
        (Do not check if a smaller reporting company) | Smaller reporting company.x



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ̈Nox



Aggregate market value of the voting and non-voting common equity
held by non-affiliates (34,071,404) computed by reference to the price at which the common equity was last sold ($1.20), or the
average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter (June 30, 2015): $40,885,684.80



Number of the issuer’s common stock
outstanding as of March 18, 2016: 45,749,534



Documents incorporated by reference: None.















EXPLANATORY NOTE



MagneGas Corporation (the “Company”)
is filing this Amendment No. 1 (the “Amendment”) to our Annual Report on Form 10-K for the year ended December
31, 2015, filed on March 23, 2016 (the “Original 10-K”) to reflect certain changes to Item 9A of Part II – Controls
and Procedures. Item 9A clarifies the conclusion of the Company’s principal executive officer and principal financial officer
regarding the effectiveness of the Company’s disclosure controls and procedures as required by Item 307 of Regulation S-K
and lists the material weaknesses in the Company’s internal control over financial reporting.



In accordance with applicable SEC rules
and as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications
from our Principal Executive Officer and Principal Financial Officer dated as of the date of filing of this Amendment.



No changes havebeen
made to the Original 10-K other than to Item 9A of Part II and to the four certification exhibits. This Amendment speaks as of
the date of the Original 10-K, does not reflect events that may have occurred after the date of the Original 10-K and does not
modify or update in any way thedisclosures made in the Original 10-K, except
as required to reflect the revisions discussed above. This Amendment should be read in conjunction with the Original 10-K and with
our filings with the SEC filed subsequent to the filing of the Original 10-K.















PART II



Item 9A. Controls
and Procedures.



Evaluation of Disclosure Controls and Procedures



We maintain disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to
allow timely decisions regarding required disclosure.



Pursuant to Rule 13a-15(b) under the Exchange Act, the C carried
out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer
(“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s
principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as
defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation,
the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective due to
the material weaknesses in our internal control over financial reporting identified below.



Management's Annual Report on Internal Control Over Financial
Reporting.



The Company’s
management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control
system is a process designed to provide reasonable assurance to management and to the Board regarding the preparation and fair
presentation of our published financial statements.



The Company’s
internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions
are recorded as necessary to permit preparation of our financial statements in accordance with U.S. generally accepted accounting
principles and that receipts and expenditures are being made only in accordance with authorizations of management and our directors;
and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our
assets that could have a material effect on our financial statements.



Our management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control - Integrated Framework (2013). Based on our assessment, management identified material weaknesses
related to: (i) our internal audit functions; and (ii) a lack of segregation of duties within accounting functions. Based on this
evaluation, our management concluded that as of December 31, 2015, we did not maintain effective internal control over financial
reporting.



This annual report does not include an attestation report of
the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report
was not subject to attestation by the Company's registered public accounting firm as we are a smaller reporting company and not
required to provide the report.





Changes in Internal Controls over Financial Reporting



There were no changes in our internal controls over financial
reporting that occurred during the fourth quarter of the fiscal year ended December 31, 2015 that has materially affected, or
is reasonably likely to materially affect, our internal control over financial reporting.















PART IV



Item 15. Exhibits, Financial Statement Schedules.



|Exhibit |  |                                                                                                                                                          |  | Incorporated by Reference |  | Filed orFurnished | 
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ----------------- | 
|Number  |  | Exhibit Description                                                                                                                                      |  | Form                      |  | Exhibit           | 
|31.1    |  | Certification of Principal Executive Officer, pursuant to 18 U. S. C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |                           |  |                   | 
|31.2    |  | Certification of Principal Financial Officer, pursuant to 18 U. S. C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |                           |  |                   | 
|32.1*   |  | Certification of Principal Executive Officer, pursuant to 18 U. S. C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |                           |  |                   | 
|32.2*   |  | Certification of Principal Financial Officer, pursuant to 18 U. S. C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |                           |  |                   | 



* In accordance with SEC Release 33-8238, Exhibits 32.1 and
32.2 are being furnished and not filed.















SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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.



|                    | MagneGas Corporation |                                                                               
|------------------- | -------------------- | ------------------------------------------------------------------------------
|                    |                      |                                                                               
|Dated: May 16, 2016 | By:                  | /s/ Ermanno Santilli                                                          
|                    |                      | Ermanno Santilli                                                              
|                    |                      | Chief Executive Officer
        (Duly Authorized, Principal Executive Officer)





Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.



|Signature                   |  | Title                                           |  | Date        
|--------------------------- |  | ----------------------------------------------- |  | ------------
|                            |  |                                                 |  |             
|/s/ Robert L. Dingess       |  | Chairman of the Board of Directors              |  | May 16, 2016
|Robert L. Dingess           |  |                                                 |  |             
|                            |  |                                                 |  |             
|/s/ Ermanno Santilli        |  | Chief Executive Officer and Director            |  | May 16, 2016
|Ermanno Santilli            |  | (principal executive officer)                   |  |             
|                            |  |                                                 |  |             
|/s/ Luisa Ingargiola        |  | Chief Financial Officer, Secretary and Director |  | May 16, 2016
|Luisa Ingargiola            |  | (principal financial and accounting officer)    |  |             
|                            |  |                                                 |  |             
|/s/ Carla Santilli          |  | Director                                        |  | May 16, 2016
|Carla Santilli              |  |                                                 |  |             
|                            |  |                                                 |  |             
|/s/ Christopher Huntington  |  | Director                                        |  | May 16, 2016
|Christopher Huntington      |  |                                                 |  |             
|                            |  |                                                 |  |             
|/s/ Kevin Pollack           |  | Director                                        |  | May 16, 2016
|Kevin Pollack               |  |                                                 |  |             
|                            |  |                                                 |  |             
|/s/ William W. Staunton III |  | Director                                        |  | May 16, 2016
|William W. Staunton III     |  |                                                 |  |             
|                            |  |                                                 |  |             
|/s/ Joe C. Stone            |  | Director                                        |  | May 16, 2016
|Joe C. Stone                |  |                                                 |  |