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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Commission File No. : 000-50301
 PSB GROUP, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Michigan
    
    42-1591104(State of Organization)
    
    (IRS Employer Identification No.)
 1800 East Twelve Mile Road, Madison Heights, Michigan 48071
 (248) 548-2900
 (Registrants Telephone Number)
 None
 Common Stock, No Par Value
 YES o NO þ
 YES o NO þ
 YES þ NO o
 YES o NO o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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INDEX
 PagePART I
    
    
    3Item 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    16Item 1B. Unresolved Staff Comments
    
    
    16Item 2. Properties
    
    
    17Item 3. Legal Proceedings
    
    
    18Item 4. Reserved
    
    
    18SUPPLEMENTAL INFORMATION  EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    18PART II
    
    
    19Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securiites
    
    
    19Item 6. Selected Financial Data
    
    
    19Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 8. Financial Statements and Supplementary Data
    
    
    20Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    20Item 9A(T). Controls and Procedures
    
    
    20Item 9B. Other Information
    
    
    20PART III
    
    
    21Item 10. Directors, Executive Officers and Corporate Governance
    
    
    21Item 11. Executive Compensation
    
    
    21Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    21Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    21Item 14. Principal Accountant Fees and Services
    
    
    22PART IV
    
    
    22Item 15. Exhibits and Financial Statement Schedules
    
    
    22SIGNATURES
    
    
    24EX-13EX-21.1EX-23EX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART I
 
 Item 1. Business
      3




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Products and Services
  Lending Activities
      4




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Loan Approval
    Asset Quality
  Investment Portfolio and Activities
  Deposit Activities
  5




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Borrowings
   Additional Activities
  Market Area and Competition
    Supervision and Regulation
 General
  6




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The Company
 General .
  Investments and Activities.
  7




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Regulatory Capital Requirements.
    8




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Dividends .
  Federal Securities Regulation.
  Sarbanes-Oxley Act .
    
    
    internal controls over financial reporting;
    
    audit committees;
    
    certification of financial statements by the chief executive officer and
the chief financial officer;
    
    the forfeiture of bonuses or other incentive-based compensation and
profits from the sale of an issuers securities by directors and senior
officers in the twelve month period following initial publication of any
financial statements that later require restatement;
    
    a prohibition on insider trading during pension plan black out periods;
    
    disclosure of off-balance sheet transactions;
    
    expedited filing requirements for Form 4s;
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
    
    disclosure of a code of ethics and filing a Form 8-K for a change or
waiver of such code;
    
    real time filing of periodic reports;
    
    the formation of a public accounting oversight board;
    
    auditor independence; and
    
    various increased criminal penalties for violations of securities laws.
 The Bank
 General.
  Enforcement Action.
  
    
    The Bank must have and retain qualified management.
    
    The Banks board of directors is required to assume full responsibility for the approval
of sound policies and objectives and for the supervision of all of the Banks activities.
    
    Increase the Banks level of Tier 1 capital as a percentage of total assets to at least
8 percent.
    
    Charge off any loans classified as loss.
    
    Prohibit the further extension of credit to borrowers that have had loans with the Bank
that are classified substandard, doubtful or special mention unless the board of
directors has specifically authorized the extension of credit.
    
    Prohibit the further extension of credit to borrowers that have had loans with the Bank
charged off or classified as loss.
    
    Adopt, implement and adhere to written plan to reduce the Banks risk position in
certain assets.
    
    The Bank may not declare or pay any cash dividend without prior written consent of the
FDIC and OFIR.
    
    Prior to submission or publication of all Reports of Condition and Income, the board of
directors must review the adequacy of the Banks Allowance for Loan and Lease Losses
(ALLL).
    
    Within 30 days of the effective date of the Order, the Bank was required to eliminate
and/or correct all violations of law, rule, and regulations.
    
    Within 60 days from the effective date of the Order, the Bank was required to correct
all deficiencies in the loans listed for Special Mention.
    
    Prepare and submit progress reports to the FDIC and OFIR.
  Branching.
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##### Table of Contents



Loans to One Borrower.
 Enforcement.
  Assessments and Fees.
 Federal Home Loan Bank System.
 Regulatory Capital Requirements.
  11




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Tier 1 capital
    
    $
    17,254Total capital
    
    $
    21,755Tier 1 capital to risk weighted assets
    
    
    4.86
    %Total capital to risk weighted assets
    
    
    6.13
    %Leverage ratio
    
    
    3.63
    %
 Prompt Corrective Regulatory Action.
   12




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Deposit Insurance.
      13




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Payment of Dividends by the Bank.
   Insider Transactions.
  Standards for Safety and Soundness.
 Financial Management Requirements.
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Reserve Requirement.
 
    
    for transaction accounts totaling $10.7 million or less, a reserve of 0%; and
    
    for transaction accounts in excess of $10.7 million up to and including $55.2
million, a reserve of 3%; and
    
    for transaction accounts totaling in excess of $55.2 million, a reserve requirement
of $1.335 million plus 10% of that portion of the total transaction accounts greater
than $55.2 million.
  State Bank Activities.
  Employees
  Incorporation of Additional Information by Reference
      15




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Item 1A. Risk Factors
  
 Item 1B. Unresolved Staff Comments
  16




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Item 2. Properties
  Common Name of Office
    
    Address
    
    Owned or LeasedWarren Office
    
    14801 12 Mile Road at Gloede
    
    OwnedWarren, MI 48088Warren Office & Loan Center
    
    31130 Ryan Road at 13 Mile Road
    
    OwnedWarren, MI 48092Sterling Heights/Ryan Road
    
    40832 Ryan Road
    
    LeasedSterling Heights, MI 48310Madison Hgts/12 Dequindre
    
    1800 E. 12 Mile Road
    
    OwnedMadison Heights, MI 48071-0485Southfield/Evergreen
    
    25250 Evergreen Road
    
    OwnedSouthfield, MI 48075Farmington Hills/Halsted
    
    37386 12 Mile Road
    
    OwnedFarmington Hills, MI 48331Sterling Heights/
    
    3801 Metropolitan Parkway
    
    OwnedMetropolitan Parkway
    
    Sterling Heights, MI 48310Fenton
    
    17197 Silver Parkway
    
    OwnedFenton, MI 48430Troy
    
    30 East Long Lake Rd.
    
    Land  LeasedTroy, MI 48085
    
    Building  OwnedGrosse Pointe Woods
    
    20276 Mack Avenue
    
    OwnedGrosse Pointe Woods, MI 48236Universal Mortgage Corporation operates the following offices:Howell
    
    110 N. Chestnut
    
    LeasedHowell, MI 48843Sterling Heights
    
    40682 Ryan Road
    
    LeasedSterling Heights, MI 48310
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Item 3. Legal Proceedings
  
 Item 4. Reserved
 
 SUPPLEMENTAL INFORMATION  EXECUTIVE OFFICERS OF THE REGISTRANT
  Principal OccupationName and Age
    
    Position with the Company
    
    During Past Five YearsDavid L. Wood, 65
    
    Interim President and
Chief Executive Officer
    
    Interim President and
Chief Executive
Officer since March
2010. Mr. Wood
retired from Colonial
Bushings, Inc. a
manufacturer of
precision tooling
components, where he
had been Manager
since 1973. Mr. Wood
has served as a
director of the
Company since 1985
and has served as its
Chairman since 2000.Jeffrey Moore, 53
    
    Executive Vice President
and Chief Credit Officer
    
    Executive Vice
President and Chief
Credit Officer since
January of 2009.
Senior Vice President
and Chief Credit
Officer since May of
2007; Senior Vice
President  Business
Banking at Fifth
Third Bank  Eastern
Michigan from Sept.
1997  Mar. 2007.Vincent J. Szymborski, 50
    
    Executive Vice President
 Chief Operating
Officer
    
    Executive Vice
President and Chief
Operating Officer
since March 2010;
Senior Vice President
 Retail Banking
since Mar. 2007;
1st Vice
President and
National Group Mgr.
of Deposit, Credit
and Service Related
Products at Comerica
for over 5 years.Michael J. Banks, 51
    
    Senior Vice President 
Chief Lending Officer
    
    Senior Vice President
and Chief Lending
Officer since March
2007; 1st
Vice President in
Commercial Lending at
Comerica Bank from
2001  March 2007.David A. Wilson, 49
    
    Senior Vice President
and Chief Financial
Officer
    
    Senior Vice President
and Chief Financial
Officer since 1991.
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PART II
 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    Maximum Number (orTotal Number of
    
    Approximate DollarShares Purchased as
    
    Value) of SharesPart of Publicly
    
    that May Yet BeTotal Number of
    
    Average Price Paid
    
    Announced Plans or
    
    Purchased Under thePeriod
    
    Shares Purchased
    
    per Share
    
    Programs
    
    Plans or Programs10/01/09 10/31/09
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    011/01/09 11/30/09
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    012/01/09 12/31/09
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
  
 Item 6. Selected Financial Data
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  19




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Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
  
 Item 9A(T). Controls and Procedures
 Disclosure controls and procedures.
 Managements Annual Report on Internal Control over Financial Reporting.
   Changes in internal controls.
 
 Item 9B. Other Information
  20




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
   
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
   Equity Compensation Plan Information
 Number of securitiesremaining available forNumber of securities to be
    
    Weighted-average
    
    future issuance underissued upon exercise of
    
    exercise price of
    
    equity compensationoutstanding options,
    
    outstanding options,
    
    plans (excludingPlan category
    
    warrants and rights
    
    warrants and rights
    
    securities in column (a))Equity compensation plans approved by security holders
    
    
    131,293
    
    
    $
    18.21
    
    
    
    188,642Equity compensation plans not approved by security holders
    
    None
    
    None
    
    NoneTotal
    
    
    131,293
    
    
    $
    18.21
    
    
    
    188,642
 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  21




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Item 14. Principal Accountant Fees and Services
  
 PART IV
 
 Item 15. Exhibits and Financial Statements
  1.
    
    Independent Auditors Report2.
    
    Consolidated Balance Sheets as of December 31, 2009 and 20083.
    
    Consolidated Statements of Income for each of the years in the Three-Year
Period Ended December 31, 20094.
    
    Consolidated Statements of Stockholders Equity for each of the years in the
Three-Year Period Ended December 31, 20095.
    
    Consolidated Statements of Cash Flows for each of the years in the Three-Year
Period Ended December 31, 20096.
    
    Notes to Consolidated Financial Statements(a)(2) All financial statement schedules have been omitted as the required information is
either inapplicable or included in the Consolidated Financial Statements or related notes.(a)(3)The following exhibits are either filed as part of this report or are incorporated herein by reference:
 No.
    
    Description3.1
    
    Articles of Incorporation of PSB Group, Inc.*3.2
    
    Bylaws of PSB Group, Inc.*4.1
    
    Specimen Certificate of Common Stock.*10.1
    
    2004 Stock Compensation Plan.**10.2
    
    Form of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement
(incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 2005).10.3
    
    Deferred Compensation Plan, as amended and restated (incorporated by reference from Annual
Report on Form 10-K for the year ended December 31, 2008).10.4
    
    Form of Restricted Stock Agreement (incorporated by reference from Quarterly Report on Form
10-Q for the quarter ended March 31, 2007).11
    
    Computation of Earnings Per Share (filed herewith on page 3 of the 2009 Annual Report to
Shareholders including Note 1 thereto).13
    
    Portions of 2009 Annual Report to Shareholders (filed herewith).
 
 *
    
    Incorporated by reference from Exhibit 3.1 of
the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30,
2009.**
    
    Incorporated by reference from Registrants
Proxy Statement for the 2004 annual meeting of shareholders. 22




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No.
    
    Description14
    
    Code of Ethics (incorporated by reference from Annual Report on Form 10-K for the year
ended December 31, 2006).21.1
    
    Subsidiaries of Registrant (filed herewith).23.
    
    Consent of Plante & Moran, PLLC.31.1
    
    Certification of David L. Wood required by Rule 13a  14(a).31.2
    
    Certification of David A. Wilson required by Rule 13a  14(a).32.1
    
    Certification of David L. Wood required by Rule 13a  14(b) and Section 906 of the Sarbanes
- Oxley Act of 2002, 18 U.S.C. Section 1350.32.2
    
    Certification of David A. Wilson required by Rule 13a  14(b) and Section 906 of the
Sarbanes - Oxley Act of 2002, 18 U.S.C. Section 1350.99.1
    
    Order of Stipulation and Consent (incorporated by reference from current report on
Form 8-K filed on October 30, 2009).
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PSB GROUP, INC.Date:      March 31, 2010
    By:
    /s/ David L. WoodDavid L. WoodInterim President and Chief Executive Officer  By:
    
    /s/ David L. Wood

David L. Wood
    
    
    
    Date: March 31, 2010Interim President and Chief Executive Officer(Principal Executive Officer and Director)By:
    
    /s/ David A. Wilson

David A. Wilson
    
    
    
    Date: March 31, 2010Senior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)By:
    
    /s/ Dr. James Jacobs

Dr. James Jacobs
    
    
    
    Date: March 31, 2010(Director)By:
    
    /s/ Michael J. Kowalski

Michael J. Kowalski
    
    
    
    Date: March 31, 2010(Director)By:
    
    /s/ Longine V. Morawski

Longine V. Morawski
    
    
    
    Date: March 31, 2010(Director)By:
    
    /s/ Sydney L. Ross

Sydney L. Ross
    
    
    
    Date: March 31, 2010(Director)By:
    
    /s/ Edward H. Turner

Edward H. Turner
    
    
    
    Date: March 31, 2010(Director)
 24