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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, 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)
 (Issuers telephone number)
  Title of each class
    
    Name of each exchange on which registeredNone
    
    None
  
 o
 þ o
 o
 o þ
      o þ




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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
    
    
    10Item 7.
    
    Financial Statements
    
    
    10Item 8.
    
    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    11Item 8a.
    
    Controls and Procedures
    
    
    11PART IIIItem 9.
    
    Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
    
    
    12Item 10.
    
    Executive Compensation
    
    
    12Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    12Item 12.
    
    Certain Relationships and Related Transactions
    
    
    12Item 13.
    
    Exhibits
    
    
    13Item 14.
    
    Principle Accountant Fees and Services
    
    
    14Signatures
    
    
    
    
    15EX-13EX-31.1EX-31.2EX-32.1EX-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
 6




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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
  7




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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
  8




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PART II
 
 ITEM 5  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
   Low Bid
    
    High Bid
    
    Low Ask
    
    High Ask20061st Qtr.
    
    $
    90.00
    
    
    $
    90.00
    
    
    $
    93.00
    
    
    $
    93.002nd Qtr.
    
    
    90.00
    
    
    
    92.00
    
    
    
    93.00
    
    
    
    95.003rd Qtr.
    
    
    92.00
    
    
    
    92.00
    
    
    
    95.00
    
    
    
    95.004th Qtr.
    
    
    92.00
    
    
    
    92.00
    
    
    
    95.00
    
    
    
    95.0020051st 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
    
    
    
    93.00
     9




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(d)Maximum Number(c)
    
    (or ApproximateTotal Number of
    
    Dollar Value) of(a)
    
    
    
    Shares (or Units)
    
    Shares (or Units) thatTotal Number of
    
    (b)
    
    Purchased as Part of
    
    May Yet BeShares (or Units)
    
    Average Price Paid
    
    Publicly Announced
    
    Purchased Under thePeriod
    
    Purchased
    
    per Share (or Unit)
    
    Plans or Programs
    
    Plans or Programs1/1/2006 to 1/31/2006
    
    
    
    
    
    
    
    2/1/2006 to 2/28/2006
    
    
    
    
    
    
    
    3/1/2006 to 3/31/2006
    
    
    
    
    
    
    
    4/1/2006 to 4/30/2006
    
    1,113
    
    $90.90
    
    -0-
    
    N/A5/1/2006 to 5/31/2006
    
    4,148
    
    91.03
    
    -0-
    
    N/A6/1/2006 to 6/30/2006
    
    
    
    
    
    
    
    7/1/2006 to 7/31/2006
    
    
    
    
    
    
    
    8/1/2006 to 8/31/2006
    
    
    
    
    
    
    
    9/1/2006 to 9/30/2006
    
    
    
    
    
    
    
    10/1/2006 to 10/31/2006
    
    800
    
    93.00
    
    -0-
    
    N/A11/1/2006 to 11/30/2006
    
    
    
    
    
    
    
    12/1/2006 to 12/31/2006
    
    
    
    
    
    
    
    Total
    
    6,061
    
    $91.27
    
    -0-
    
    N/A
 
 ITEM 6  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
  
 ITEM 7  FINANCIAL STATEMENTS
  10




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ITEM 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 8a  CONTROLS AND PROCEDURES
  11




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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 AND DIRECTOR INDEPENDENCE
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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
eliminating preemptive rights
and cumulative voting
    
    *
    
    03/30/20063.2
    
    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
    
    *
    
    03/30/200613
    
    Ohio State Bancshares 2006 Annual Report
    
    Attached20
    
    Proxy Statement for the 2006 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 is 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. 13




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ITEM 14  PRINCIPLE ACCOUNTANT FEES AND SERVICES
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SIGNATURES
  OHIO STATE BANCSHARES, INC.April 11, 2007

    By:

/s/ GARY E. PENDLETONDate

    
    Gary E. Pendleton, President  Signatures
    
    Signatures/s/ GARY E. PENDLETON

Gary E. Pendleton
    
    /s/ TED M. McKINNISS

Ted M. McKinnissPresident and Chief Executive Officer, Director
    
    Director/s/ THEODORE L. GRAHAM

Theodore L. Graham
    
    /s/ LOIS J. FISHER

Lois J. FisherDirector
    
    Director/s/ FRED K. WHITE

Fred K. White
    
    /s/ THURMAN R. MATHEWS

Thurman R. MathewsDirector, Chairman of the Board
    
    Director/s/  LOWELL E. THURSTON

Lowell E. Thurston
    
    /s/ TODD M. WANNER

Todd M. Wanner, CFA, CPADirector
    
    Chief Financial Officer
 15