WSB Financial (WSFGQ) 10-K/A 2006 FY Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

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

For the fiscal year ended December 31, 2006

OR

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

For the transition period from                    to                    

Commission file number: 001-33188

WSB Financial Group, Inc.

(Exact name of registrant as specified in its charter)

Washington	20-3153598
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
607 Pacific Avenue
Bremerton, Washington	98337
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(360) 405-1200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock ($1.00 par value)	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Noþ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yeso Noþ

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero     Accelerated Filero     Non-accelerated Filerþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

As of March 15, 2007, 5,554,886 shares of the registrant’s common stock were outstanding. The aggregate market value of shares of common stock held by non-affiliates as of December 31, 2006 was $88,617,082 (based upon the closing sales price of $19.20 per share).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Annual Report to Shareholders for fiscal year ended December 31, 2006 – Part II.

Portions of Definitive Proxy Statement to be filed with the Securities and Exchange Commission, relating to the 2007 Annual Meeting of Shareholders, to be held on May 16, 2007 – Part III.

EXPLANATORY NOTE

     This amendment is being filed because the following Statement of Income was inadvertently admitted from Note 15 — Condensed Financial Statements of Parent Company, in Exhibit 13 of the original filing.

Note 15 — Condensed Financial Statements of Parent Company (continued)

Statement of Income

				For the Period
	Year Ended			from inception
	December 31,			(July 25, 2005) to
	2006			December 31, 2005
Income
Interest income	$	17,003		$	5,368
Total income		17,003			5,368
Operating expenses
Interest expense		565,486			178,529
Other expense		10,058			11,256
Total operating expenses		575,544			189,785
Net Loss before income tax benefit		(558,541	)		(184,417	)
Income tax benefit		189,900			62,000
Loss before equity in undistributed net income of Westsound Bank		(368,641	)		(122,417	)
Equity in undistributed net income of Westsound Bank		4,253,324			810,100
Net income	$	3,884,683		$	687,683

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Exhibit
Number	Exhibit Index
3.1+	Articles of Incorporation of WSB Financial Group, Inc.
3.2+	Articles of Amendment
3.3+	Bylaws of WSB Financial Group, Inc.
3.4+	Amendment to Bylaws
10.1*+	1999 Stock Option Plan
10.2*+	Forms of 1999 Incentive Stock Option Plan Agreements
(a)+	Directors
(b)+	Employees
10.3+	Lease for Port Orchard branch, dated May 28, 2001
10.4+	Lease for Silverdale branch, dated October 1, 2001 and October 1, 2003
10.5+	Lease for Gig Harbor branch, dated March 2, 2004
10.6+	Lease for Federal Way branch, dated March 30, 2005
10.7+	Lease for Belfair LPO, dated December 13, 2005
10.8+	Lease for Port Townsend LPO, dated August 18, 2006
10.9†+	Agreement between Westsound Bank and Fiserv Solutions Inc. dated August 11, 2006
10.10*+	Westsound Bank 401(k) Profit Sharing Plan
	Placement Agreement among the registrant, WSB Financial Group Trust I and Cohen
10.11+	Bros. & Company dated July 25, 2005
10.12+	Indenture by and between the registrant and JPMorgan Chase Bank, National Association, dated July 27, 2005
10.13+	Guarantee Agreement by and between the registrant and JPMorgan Chase Bank, National Association, dated July 27, 2005
10.14*+	Employment Agreement with David K. Johnson
10.15*+	Employment Agreement with Mark D. Freeman
10.16*+	Form of Employment Agreement with other executive officers
10.17+	Form of Indemnification Agreement with directors
10.18+	Audit Committee Charter

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Exhibit
Number	Exhibit Index
10.19+	Compensation Committee Charter
10.20+	Corporate Governance/Nominating Committee Charter
11++	Schedule setting forth computation of earnings per share for the five fiscal years ended December 31, 2006.
13++	Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 2006, are incorporated by reference herein.
14++	Code of Ethics and Professional Conduct
21++	Subsidiaries of the registrant
23	Consent of Independent Registered Public Accounting Firm, Moss Adams LLP
31.1	Certification of Chief Executive Officer.
31.2	Certification of Chief Financial Officer.
32.1	Certification (of David K. Johnson) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification (of Mark D. Freeman) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Compensatory plan or arrangement
†	Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
+	Previously filed with the Company’s Amendment No. 5 to the S-1 registration statement filed with the Securities and Exchange Commission on December 8, 2006, file no. 333-137058.
++	Previously filed with the Company’s Form 10-K filed with the Securities and Exchange Commission on March 28, 2007, file no. 001-33188.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WSB FINANCIAL GROUP, INC. (Registrant)
By:	/s/ David K. Johnson
	David K. Johnson
	President and Chief Executive Officer (Principal Executive Officer)

Dated: March 29, 2007

     Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ DAVID K. JOHNSONDavid K. Johnson	President, Chief Executive Officer and Director (Principal Executive Officer)	March 29, 2007Date
/s/ MARK D. FREEMANMark D. Freeman	Executive Vice President of Finance and Operations and Chief Financial Officer (Principal Financial and Accounting Officer)	March 29, 2007Date
/s/ LOUIS J. WEIRLouis J. Weir	Director, Chairman of the Board	March 29, 2007Date
/s/ LARRY C. WESTFALLLarry C. Westfall	Vice Chairman of the Board	March 29, 2007Date
/s/ RICHARD N. CHRISTOPHERSONRichard N. Christopherson	Director	March 29, 2007Date
/s/ DONALD F. COX, JR.Donald F. Cox, Jr.	Director	March 29, 2007Date

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/s/ JAMES H. LAMBJames H. Lamb	Director	March 29, 2007Date
/s/ BRIAN B. McLELLANBrian B. McLellan	Director	March 29, 2007Date
/s/ DEAN REYNOLDSDean Reynolds	Director	March 29, 2007Date
/s/ DONALD H. TUCKERDonald H. Tucker	Director	March 29, 2007Date

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