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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-KSB/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 0-28648
 OHIO STATE BANCSHARES, INC.
  OHIO
    
    34-1816546(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)111 South Main Street, Marion, Ohio
    
    43302(Address of principal executive offices)
    
    (Zip code)
  
   Title of each class
    
    Name of each exchange on which registeredNone
    
    None
  
 o
 þ o
 o
 o þ
 
   o þ




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TABLE OF CONTENTS  PART IIIITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACTITEM 10  EXECUTIVE COMPENSATIONITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 13  EXHIBITSITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESRule 13a-14(a) Certification of Chief Executive OfficerRule 13a-14(a) Certification of Chief Financial Officer    Table of Contents  EXPLANATORY NOTE
 th
 
 PART III
 
 ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT
 Identification of Directors and Executive Officers.
 DIRECTORS
 Principal OccupationName
    
    
    
    
    
    Over the Past Five Years
    
    Director SinceClass I
Nominees (Term to Expire 2007)Lowell E. Thurston
    
    
    66
    
    
    President, Carrolls Jewelers
    
    
    2006Gary E. Pendleton
    
    
    62
    
    
    President and CEO, Ohio State Bancshares, Inc.
    
    
    1990Ted M. McKinniss
    
    
    56
    
    
    Attorney of counsel with Kegler, Brown, Hill and
Ritter
    
    
    2005Class II
Nominees (Term to Expire 2008)Theodore L. Graham
    
    
    61
    
    
    Managing Partner, Graham Investment Co. (Warehousing
and Real Estate Development)
    
    
    1991Lois J. Fisher
    
    
    58
    
    
    Commercial Real Estate Development
    
    
    1994Thurman R. Mathews
    
    
    78
    
    
    Owner, Mathews, Kennedy Ford Lincoln Mercury, Marion
    
    
    1994Fred K. White,
Chairman
    
    
    72
    
    
    Real Estate Agent, HER Kinney Properties(1)
    
    
    1994
 EXECUTIVE OFFICERS
 Positions held
    
    ExecutiveName
    
    
    
    
    
    During the Past Five Years
    
    SinceGary E. Pendleton
    
    
    62
    
    
    President and Chief Executive Officer
    
    1996(2)Steven M. Strine
    
    
    51
    
    
    Senior Vice President and Chief Lending Officer
    
    
    1999Todd M. Wanner
    
    
    33
    
    
    Senior Vice President and Chief Financial Officer
    
    
    2000
 
 (1)
    
    Prior to joining HER Kinney Properties, Mr. White was Division Manager of Ohio Edison (utility
company).(2)
    
    1996 is the year that The Ohio State Bank, formerly known as The Marion Bank, was reorganized
into the wholly-owned subsidiary of Ohio State Bancshares, Inc. Section 16 Reports.




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Audit Committee Financial Expert.
 Code of Business Conduct.
 
 ITEM 10  EXECUTIVE COMPENSATION
 Executive Compensation.
 Summary Compensation Table
 Non-Equity
    
    NonqualifiedOption
    
    Incentive Plan
    
    Deferred
    
    All OtherName and
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Awards
    
    Compensation
    
    Compensation
    
    CompensationPrincipal Position
    
    Year
    
    Salary ($)
    
    Bonus($)
    
    Awards ($)
    
    ($)
    
    ($)
    
    Earnings ($)
    
    ($)
    
    Total($)Gary E. Pendleton,
President and CEO,
Ohio State
Bancshares, Inc.
    
    
    2006
    
    
    124,4001
    
    
    
    
    
    
    
    
    43,118
    
    
    
    
    97,8162
    
    
    265,334Steven M. Strine,
Senior Vice President,
Chief Lending Officer
    
    
    2006
    
    
    
    95,500
    
    
    
    
    
    
    
    
    
    5,730
    
    
    
    
    34,9153
    
    
    136,145Todd M. Wanner,
Senior Vice President and 
Chief Financial Officer
    
    
    2006
    
    
    
    90,000
    
    
    
    
    
    
    
    
    
    5,400
    
    
    
    
    8,7774
    
    
    104,177
 
 1.
    
    Includes $8,400 in director fees.2.
    
    Includes $25,000 representing the Companys contribution to Mr. Pendletons account under the
Non-Qualified Deferred Compensation Plan and $45,702 representing the Companys accrual under
the Non-Qualified Supplemental Retirement Plan, with remaining amounts attributable to medical
and life insurance premiums paid on behalf of Mr. Pendleton, the Companys matching
contribution to Mr. Pendletons 401(k) account, and amounts paid for club memberships and
automobile related expenses.3.
    
    Includes $25,000 representing the Companys contribution to Mr. Strines account under the
Non-Qualified Deferred Compensation Plan, with remaining amounts attributable to medical and
life insurance premiums paid on behalf of Mr. Strine, and the Companys matching contribution
to Mr. Strines 401(k) account.




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4.
    
    Includes amounts attributable to life insurance premiums paid on behalf of Mr. Wanner, the
Companys matching contribution to Mr. Wanners 401(k) account, and the Companys contribution
to Mr. Wanners account under the Non-Qualified Deferred Compensation Plan. Base Salary and Cash Incentive Plan.
  
    
    3.0% of all Net Income up to $100,000;
    
    3.5% of all Net Income in excess of $100,000 and up to $200,000;
    
    4.0% of all Net Income in excess of $200,000 and up to $600,000;
    
    5.0% of all Net Income in excess of $600,000 and up to 1,200,000; and
    
    6.0% of all Net Income in excess of $1,200,000.
   Retirement and PostEmployment Benefits.
 Non-Qualified Supplemental Retirement Plan
  Non-Qualified Deferred Compensation Plan




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401(k) Plan
  Change of Control Agreement
  Director Compensation.
 NonqualifiedFees Earned
    
    
    
    
    
    Non-Equity
    
    Deferredor Paid in
    
    Stock
    
    Incentive Plan
    
    Compensation
    
    All OtherName
    
    Cash ($)
    
    Awards ($)
    
    Compensation ($)
    
    Earnings ($)
    
    Compensation ($)
    
    Total ($)Lowell E. Thurston
    
    
    8,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,400Ted M. McKinniss
    
    
    8,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,400Theodore L. Graham
    
    
    8,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,400Lois J. Fisher
    
    
    8,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,400Thurman R. Mathews
    
    
    8,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,400Fred K. White
    
    
    10,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,200




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ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Shares Beneficially OwnedName and Mailing Address(6)
    
    as of Record Date(7)
    
    Percent of ClassLowell E. Thurston
    
    
    100
    
    
    
    0.05
    %Gary E. Pendleton
    
    
    2,110
    (1)
    
    
    1.15
    %Ted M. McKinniss
    
    
    77
    
    
    
    0.04
    %Theodore L. Graham
    
    
    11,923
    (2)
    
    
    6.48
    %Lois J. Fisher
    
    
    708
    (3)
    
    
    0.38
    %Thurman R. Mathews
    
    
    18,993
    (4)
    
    
    10.33
    %Fred K. White
    
    
    500
    (5)
    
    
    0.27
    %Steven M. Strine
    
    
    115
    
    
    
    0.06
    %Todd M. Wanner
    
    
    30
    
    
    
    0.02
    %34,556
    
    
    
    18.79
    %
 
 (1)
    
    Includes 507 shares owned jointly with spouse.(2)
    
    Includes 11,537 shares owned by partnership of which Mr. Graham is a general partner.(3)
    
    Includes 500 shares held in a trust of which Ms. Fisher is the Trustee.(4)
    
    Includes 17,549 shares owned by spouse.(5)
    
    Includes 500 shares owned by Fred K. White Living Trust.(6)
    
    The mailing address of each Director for receipt of communications in connection with
these materials is 111 S. Main Street, Marion, Ohio 43302, such being the address of the
principal offices of the Company. The Companys phone number at its main address is (740)
387-2265.(7)
    
    Unless otherwise designated, the shares set forth in the table above are shares, as known to
management, over which the nominee or director has sole voting and investment power. 
 ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
    
    Director McKinnis: Ted M. McKinniss, a member of the Companys Board of Directors,
is of counsel to Kegler, Brown, Hill and Ritter, LPA, a law firm with offices in
Columbus and Marion that provides legal services to both the Company and the Bank.
During the last two years, the Company and the Bank have paid a total of $78,525 in
legal fees to Kegler, Brown, Hill and Ritter, LPA.
    
    Director Mathews: During the last two years, the Bank has also made payments to
Mathews Kennedy Ford Lincoln Mercury, Inc., Mathews Acura Motors, Inc., Mathews Dodge
Chrysler Jeep, Inc. and Mathews Budget Auto Center, Inc. (collectively, the
Dealerships) totaling $106,000. The Dealerships are each Ohio corporations that are
either wholly-owned or controlled by Thurman Mathews, a member of the Companys Board
of Directors. These fees were paid in connection with the Dealerships origination




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of automobile loans on behalf of the Bank. The arrangements between the Bank and the
Dealerships in connection with such origination activity are on substantially the same
terms as those of comparable arrangements between the Bank and other automobile
dealerships in the area that are not affiliated with insiders of the Company.
  
 ITEM 13  EXHIBITS
 31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer
 
 ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2005
    
    2006Audit Fees (a)
    
    $
    62,000
    
    
    $
    70,000Audit Related Fees
    
    
    
    
    
    
    Tax Fees (b)
    
    
    7,850
    
    
    
    7,800All Other Fees
    
    
    9,725
    (c)
    
    
    1,175
    (d)
 
 (a)
    
    Include fees for service relating to Statement on Auditing Standards Nos.
70 and 71.(b)
    
    Includes fees for services related to tax compliance and tax
planning.(c)
    
    Includes fees for review of system controls directly related
to the external audit and fees for services related to the implementation of
new accounting and internal control procedures.(d)
    
    Includes fees for consultation regarding the Banks
securities classified as trading portfolio, other real estate owned, and
certain hedging transactions.




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SIGNATURES
  Dated: April 30, 2007
    
    
    
    Ohio State Bancshares, Inc.By:
    
    /s/ Gary E. PendletonGary E. Pendleton
President and Chief Executive Officer