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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-KSB
  þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 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
incorporation or organization)
    
    (I.R.S. Employer Identification No.)111 South Main Street, Marion, Ohio
    
    43302(Address of principal executive offices)
    
    (Zip code)
 (740) 387-2265
  Title of each class
    
    Name of each exchange on which registeredNone
    
    None
  
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INDEX
 FORM 10-KSB
 PART IItem 1.
    
    Description of Business
    
    
    3Item 2.
    
    Description of Property
    
    
    8Item 3.
    
    Legal Proceedings
    
    
    8Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    8PART IIItem 5.
    
    Market for Common Equity and Related Shareholder Matters
    
    
    9Item 6.
    
    Managements Discussion and Analysis or Plan of Operation
    
    
    9Item 7.
    
    Financial Statements
    
    
    9Item 8.
    
    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    9Item 8a.
    
    Controls and Procedures
    
    
    6PART IIIItem 9.
    
    Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
    
    
    7Item 10.
    
    Executive Compensation
    
    
    7Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    7Item 12.
    
    Certain Relationships and Related Transactions
    
    
    8Item 13.
    
    Exhibits
    
    
    9Item 14.
    
    Principle Accountant Fees and Services
    
    
    10Signatures
    
    
    
    
    14Exhibit 3.1(B)Exhibit 10.5Exhibit 13Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  2




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PART I
 
 ITEM 1  DESCRIPTION OF BUSINESS
 Business
    Supervision and Regulation
 General
    3




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OSB
 General
 Investments and Activities
 Affiliate Transactions
 Control Acquisitions
 Gramm-Leach-Bliley Act
 4




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The Sarbanes-Oxley Act of 2002
 The Bank
 General
 Deposit Insurance
   5




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Capital Requirements
    Dividends
 Branching Authority
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Depositor Preference
 Privacy Provisions of Gramm-Leach-Bliley Act
 Anti-Money Laundering Provisions of the USA Patriot Act of 200
 Fiscal and Monetary Policie
 Additional and Pending Regulation
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Competition
  Employees
  Statistical Disclosures By Bank Holding Companies
   
 ITEM 2  DESCRIPTION OF PROPERTY
  
 ITEM 3  LEGAL PROCEEDINGS
  
 ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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PART II
 
 ITEM 5  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
   2005
    
    Low Bid
    
    High Bid
    
    Low Ask
    
    High Ask1st Qtr.
    
    $
    84.00
    
    
    $
    84.00
    
    
    $
    87.00
    
    
    $
    87.002nd Qtr.
    
    
    84.00
    
    
    
    88.00
    
    
    
    87.00
    
    
    
    91.003rd Qtr.
    
    
    88.00
    
    
    
    88.00
    
    
    
    91.00
    
    
    
    91.004th Qtr.
    
    
    88.00
    
    
    
    90.00
    
    
    
    91.00
    
    
    
    93.0020041st Qtr.
    
    $
    77.00
    
    
    $
    77.00
    
    
    $
    80.00
    
    
    $
    80.002nd Qtr.
    
    
    77.00
    
    
    
    82.00
    
    
    
    80.00
    
    
    
    85.003rd Qtr.
    
    
    82.00
    
    
    
    82.00
    
    
    
    85.00
    
    
    
    85.004th Qtr.
    
    
    82.00
    
    
    
    85.00
    
    
    
    85.00
    
    
    
    87.00
   
 ITEM 6  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
  
 ITEM 7  FINANCIAL STATEMENTS
  
 ITEM 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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ITEM 8a  CONTROLS AND PROCEDURES
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PART III
 
 ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
     
 ITEM 10  EXECUTIVE COMPENSATION
  
 ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
 ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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ITEM 13  EXHIBITS
  Reference toRegulation S-B
    
    
    
    Prior FilingExhibit
    
    
    
    Exhibit NumberNumber
    
    Description of Document
    
    Attached Hereto
    
    Date Filed3.1(a)
    
    Amended Articles of Incorporation of
the Corporation
    
    *
    
    03/29/20003.1(b)
    
    Amendment to Articles of Incorporation,
effective June 17, 2003, eliminating preemptive
rights and cumulative voting
    
    Attached3.2
    
    Code of Regulations of the Corporation
    
    *
    
    03/29/20004
    
    Form of Shares Certificate of Common Shares
    
    ***10.1
    
    Lease Agreement Between Henney and
Cooper, Inc. and The Marion Bank for
Branch on Richland Road in Marion, Ohio
    
    *
    
    03/24/199710.2
    
    Executive Indexed Salary Continuation
Plan Agreement for President
    
    *
    
    03/24/199710.3
    
    Supplemental Executive Retirement Plan
for President
    
    *
    
    09/21/200410.4
    
    Executive Change of Control Agreements
    
    *
    
    09/21/200410.5
    
    Executive Deferred Compensation Plan
    
    Attached13
    
    Ohio State Bancshares 2005 Annual Report
    
    Attached20
    
    Proxy Statement for the 2005 Annual
Meeting of the Shareholders
    
    **21
    
    Subsidiaries of the Registrant
    
    ***31.1
    
    Chief Executive Officer Certification
    
    Attached31.2
    
    Chief Financial Officer Certification
    
    Attached32.1
    
    Chief Executive Officer Certification
    
    Attached32.2
    
    Chief Financial Officer Certification
    
    Attached
 
 *
    
    Indicates documents which have been previously filed as separate pages of the Corporations
annual report on Form 10-KSB or on form 8-K in prior periods. The dates listed represent the
filing dates. All of such previously filed documents are hereby incorporated by reference in
accordance with Item 601 of Regulation S-B. Such documents are available to shareholders
without charge upon request.
 **
    
    The indicated exhibit was separately filed by the Corporation and such document is
incorporated herein by reference.
 ***
    
    Indicates documents which have been previously filed as part of the Issuers Registration
Statement under the Securities Act of 1933 on Form S-4 (file number 33-75866) dated April 18,
1994 and amended and declared effective April 16, 1995. All of such previously filed
documents are hereby incorporated by reference in accordance with Item 601 of Regulation S-B.
Such documents are available to shareholders without charge upon request from the Issuer.
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ITEM 14  PRINCIPLE ACCOUNTANT FEES AND SERVICES
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SIGNATURES
  OHIO STATE BANCSHARES, INC.March 29, 2006
    By:

/s/ GARY E. PENDLETONDate
    
    Gary E. Pendleton, President  Signatures
    
    
    
    Signatures/s/ GARY E. PENDLETON
    
    
    
    /s/ TED M. McKINNISSGary E. Pendleton
    
    
    
    Ted M. McKinnissPresident and Chief Executive Officer, Director
    
    
    
    Director/s/ THEODORE L. GRAHAM
    
    
    
    /s/ LOIS J. FISHERTheodore L. Graham
    
    
    
    Lois J. FisherDirector
    
    
    
    Director/s/ FRED K. WHITE
    
    
    
    /s/ THURMAN R. MATHEWSFred K. White
    
    
    
    Thurman R. MathewsDirector, Chairman of the Board
    
    
    
    Director/s/ LOWELL E. THURSTON
    
    
    
    /s/ TODD M. WANNERLowell E. Thurston
    
    
    
    Todd M. Wanner, CPADirector
    
    
    
    Chief Financial Officer
 14