8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8 - K

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

October 24, 2007
(Date of Report: Date of earliest event reported)

Middlefield Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of incorporation)

000-32561
(Commission File Number)

34-1585111
(I.R.S. Employer Identification Number)

15985 East High Street
Middlefield, Ohio 44062
(Address of principal executive offices, including zip code)

(440) 632-1666
(Registrant’s telephone number, including area code)

(not applicable)
(Former name or former address, if changed since last report)

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     The following information is furnished under Item 2.02. On October 23, 2007, Middlefield Banc Corp. issued a press release announcing financial results for the third quarter and nine months ended September 30, 2007. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

     The information contained or incorporated by reference in this current report on Form 8-K may contain forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors, including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure. All forward-looking statements included in this current report on Form 8-K are based on information available at the time of the report. Middlefield Banc Corp. assumes no obligation to update any forward-looking statement.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits.

The following exhibits are furnished herewith:

EXHIBITS

99.1 October 23, 2007 press release of Middlefield Banc Corp.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MIDDLEFIELD BANC CORP.
Date: October 24, 2007	/s/ James R. Heslop, II,
	Executive Vice President and COO

EX-99.1

EXHIBIT 99.1

15985 East High Street
P. O. Box 35
Middlefield, Ohio 44062
Phone: 440/632-1666 FAX: 440/632-1700
www.middlefieldbank.com

PRESS RELEASE

Contact: James R. Heslop, 2nd
Executive Vice President/Chief Operating Officer
(440) 632-1666 Ext. 3219
jheslop@middlefieldbank.com

Middlefield Banc Corp. Reports Third Quarter 2007 Earnings

MIDDLEFIELD, OHIO, October 23, 2007 ¨¨¨¨ Middlefield Banc Corp. (Middlefield) (Pink Sheets: MBCN) reported consolidated net income for the quarter ended September 30, 2007, of $861,000, 7.5% less than the $931,000 reported for the same period in 2006. Diluted earnings per share for the third quarter of 2007 were $0.56, a 12.5% decrease from 2006’s third quarter diluted earnings per share of $0.64. The return on average assets and the return on average equity for the third quarter of 2007 were 0.83% and 10.06%, respectively. The comparable results for the same period of 2006 were 1.16% and 12.84%, respectively.

Operating results for the first three quarters of 2007, which ended September 30, 2007, reflected net income of $2,512,000, an 8.2% decrease compared to $2,736,000 for the first nine months of 2006. Diluted earnings per share for the first three quarters of 2007 were $1.68, which was 11.6% less than the diluted earnings per share of $1.90 for the first nine months in 2006. The figures for 2007, both for the quarter and year-to-date periods, included results of operations of Emerald Bank, a Dublin, Ohio-based affiliate that joined Middlefield on April 19, 2007.

Net interest income for the quarter ended September 30, 2007, was $2,907,000, an increase of 5.4% from $2,758,000 for the same period in 2006. Net interest income was impacted by both an increase in the yields on earning assets and an increase in the cost of funds. Noninterest income for the third quarter of 2007 was relatively flat at $464,000, which was $10,000 higher than the $454,000 reported for the third quarter of 2006. Noninterest expense for the quarter ended September 30, 2007, was $2,417,000, an increase of 18.3% from the 2006 comparable period, which reported $2,042,000. The increase in noninterst expense was primarily attributable to the expansion efforts of

Middlefield. The 2007 figures include the earlier reported opening of the Newbury banking office, the opening of a loan production office in Cortland, and the addition of Emerald Bank. These three actions led to higher expenses for salaries and benefits, occupancy, equipment, and data processing. Additionally, on August 1, 2007, Middlefield, through its subsidiary, The Middlefield Banking Company, acquired certain deposit of another Geauga County, Ohio financial institution.

Total assets increased to $423,492,000 as of September 30, 2007, from $340,852,000 at December 31, 2006. Total securities were $81,487,000 as of September 30, 2007, compared to $63,174,000 at December 31, 2006. Loans, net of the allowance for loan losses increased $57,572,000, or 23.4% to $303,914,000 as of September 30, 2007, compared to $246,342,000 at December 31, 2006. As of the September 30, 2007 reporting date, total deposits of $352,750,000 increased $81,700,000, or 30.14%, from the $271,050,000 reported as of December 31, 2006.

Stockholders’ equity increased from $30,464,000 at December 31, 2006 to $34,846,000 at September 30, 2007, an increase of 14.38%. Book value per share at September 30, 2007 was $23.21, which compares to $20.30 per share at year-end 2006. During the third quarter of 2007, Middlefield paid a cash dividend per share of $0.245, an increase of 7.0% from the $0.229 per share paid during the third quarter of 2006.

Middlefield Banc Corp. is a financial holding company headquartered in Middlefield, Ohio. Its subsidiary, The Middlefield Banking Company, operates full service banking centers and a UVEST Financial Services^® brokerage office serving Chardon, Garrettsville, Mantua, Middlefield, Newbury, and Orwell, as well as a loan production office in Cortland, Ohio. On April 19, 2007, Middlefield Banc Corp. completed its acquisition of Emerald Bank, headquartered in Dublin, Ohio. Further information is available at www.middlefieldbank.com.

This announcement contains forward-looking statements that involve risk and uncertainties, including changes in general economic and financial market conditions and the Company’s ability to execute its business plans. Although management believes the expectations reflected in such statements are reasonable, actual results may differ materially.

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

(dollars in thousands, except per share amounts)

September 30, 2007 and 2006 and December 31, 2006

	(unaudited)				(unaudited)
	September 30,		December 31,		September 30,
Balance Sheet (period end)	2007		2006		2006
Assets
Cash and due from banks	$	7,732	$	6,893	$	5,217
Federal funds sold		4,525		6,200		5,440
Interest-bearing deposits in other institutions		565		546		538
Cash and cash equivalents		12,822		13,639		11,195
Investment securities available for sale		81,367		63,048		55,026
Investment securities held to maturity (estimated market value of $120,545, $134,306 and $225,604)		120		126		216
Loans:		307,026		249,191		244,852
Less: reserve for loan losses		3,112		2,849		3,049

	(unaudited)				(unaudited)
	September 30,		December 31,		September 30,
Balance Sheet (period end)	2007		2006		2006
Net loans		303,914		246,342		241,803
Premises and equipment		6,996		6,742		6,570
Goodwill		5,439		123		—
Bank-owned life insurance		7,083		6,873		6,811
Accrued interest receivable and other assets		5,751		3,959		4,054
Total Assets	$	423,492	$	340,852	$	325,675

	September 30,			December 31,			September 30,
	2007			2006			2006
Liabilities and Stockholders’ Equity
Non-interest bearing demand deposits	$	42,110		$	41,003		$	40,490
Interest bearing demand deposits		20,295			11,724			12,613
Money market accounts		24,407			14,739			14,908
Savings deposits		79,468			54,246			57,242
Time deposits		186,470			149,338			139,452
Total Deposits		352,750			271,050			264,705
Short-term borrowings		2,513			1,610			1,309
Other borrowings		31,102			36,113			28,690
Other liabilities		2,281			1,615			1,404
Total Liabilities		388,646			310,388			296,108
Common equity		39,770			34,193			33,242
Net Unrealized gain (loss) on securities		(632	)		(521	)		(467	)
Treasury stock		(4,292	)		(3,208	)		(3,208	)
Total Stockholders’ Equity		34,846			30,464			29,567
Total Liabilities and Stockholders’ Equity	$	423,492		$	340,852		$	325,675

MIDDLEFIELD BANC CORP.

Consolidated Selected Financial Highlights

September 30, 2007 and 2006

(unaudited, dollars in thousands, except per share amounts)

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2007		2006		2007		2006
INTEREST INCOME
Interest and fees on loans	$	5,604	$	4,394	$	15,450	$	12,599
Interest-bearing deposits in other institutions		22		5		128		12
Federal funds sold		122		29		383		38
Investment securities
Taxable interest		324		275		844		871
Tax-exempt interest		469		252		1,311		745
Dividends on FHLB Stock		32		21		85		62
Total interest income		6,573		4,976		18,201		14,327
INTEREST EXPENSE
Deposits		3,177		1,867		8,361		5,086
Short term borrowings		36		23		75		145

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
Other borrowings		453			328			1,369			899
Total interest expense		3,666			2,218			9,805			6,130
NET INTEREST INCOME		2,907			2,758			8,396			8,197
Provision for loan losses		60			90			175			240
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		2,847			2,668			8,221			7,957
NONINTEREST INCOME
Service charges on deposits		494			462			1,427			1,311
Earnings on bank-owned life insurance		70			65			210			178
Other income		90			117			286			306
Net securities gains (losses)		0			0			0			(6	)
Total non-interest income		654			644			1,923			1,789
NONINTEREST EXPENSE
Salaries and employee benefits		1,221			1,010			3,366			2,840
Occupancy expense		184			117			552			385
Equipment expense		139			108			393			301
Data processing costs		186			148			499			484
Ohio state franchise tax		86			90			290			270
Other operating expense		601			569			1,911			1,696
Total non-interest expense		2,417			2,042			7,011			5,976
Income before income taxes		1,084			1,270			3,133			3,770
Provision for income taxes		223			339			621			1,034
NET INCOME	$	861		$	931		$	2,512		$	2,736
Per common share data
Net income per common share — basic	$	0.57		$	0.65		$	1.70		$	1.92
Net income per common share — diluted	$	0.56		$	0.64		$	1.68		$	1.90
Dividends declared	$	0.245		$	0.229		$	0.725		$	0.686
Book value per share(period end)	$	23.21		$	21.36		$	23.21		$	21.36
Dividend payout ratio		42.98	%		35.23	%		42.65	%		35.73	%
Average shares outstanding — basic		1,509,738			1,424,002			1,479,970			1,421,768
Average shares outstanding — diluted		1,527,444			1,446,336			1,499,798			1,443,813
Period ending shares outstanding		1,501,283			1,425,893			1,501,283			1,425,893
Selected ratios
Return on average assets		0.83	%		1.16	%		0.87	%		1.16	%
Return on average equity		10.06	%		12.84	%		10.16	%		12.98	%
Yield on earning assets		6.81	%		6.67	%		6.84	%		6.59	%
Cost of interest bearing liabilities		4.28	%		3.52	%		4.20	%		3.33	%
Net interest spread		2.53	%		3.15	%		2.64	%		3.26	%
Net interest margin		3.15	%		3.78	%		3.29	%		3.84	%
Efficiency		63.57	%		58.71	%		63.76	%		58.99	%
Equity to assets at period end		8.23	%		9.08	%		8.23	%		9.08	%

	September 30,		September 30,
Asset quality data	2007		2006
Non-accrual loans	$	2,103	$	1,682
Restructured loans		1,689		16
Non-performing loans		3,792		1,698

	September 30,			September 30,
Asset quality data	2007			2006
Other real estate owned		—			—
Non-performing assets	$	3,792		$	1,698
Allowance for loan losses	$	3,112		$	3,049
Allowance for loan losses/total loans		1.01	%		1.25	%
Net charge-offs:
Quarter-to-date	$	231		$	(6	)
Year-to-date		347			32
Net charge-offs to average loans
Quarter-to-date		0.08	%		0.00	%
Year-to-date		0.12	%		0.01	%
Non-performing loans/total loans		1.24	%		0.69	%
Allowance for loan losses/non-performing loans		82.07	%		179.61	%