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

Date of Report (date of earliest event reported) : May 16, 2007

Middlefield Banc Corp.

(Exact name of registrant specified in its charter)

Ohio	000-32561	34-1585111
(State or other jurisdiction of incorporation)	(Commission	(IRS Employer Identification No.)
	File Number)
15985 East High Street, Middlefield, Ohio		44062-0035
(Address of principal executive offices)		(Zip Code)

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

[not applicable]

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

     On May 16, 2007, Middlefield Banc Corp. (“Middlefield”) held its Annual Meeting of Shareholders. At the annual meeting, Middlefield presented information pertaining to financial and business performance and strategies accompanied by a series of PowerPoint electronic slides. A copy of these slides is included in this report as Exhibit 99.1 and is furnished herewith.

     The information contained in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01(d) Exhibits

99.1 Middlefield Banc Corp. Presentation for the 2007 Annual Meeting of Shareholders (furnished herewith)

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: May 16, 2007	/s/ James R. Heslop II
	James R. Heslop II
	Executive Vice President and COO

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
99.1	Middlefield Banc Corp. Presentation for the 2007 Annual Meeting of Shareholders

EX-99.1

Annual Meeting May 16, 2007 Annual Meeting May 16, 2007

Forward Looking Statements Statements contained in this presentation, which are not historical facts, are forward-looking statements as that item is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company's filings with the Securities and Exchange Commission.

Financial Results

YTD YTD % 12/31/2006 12/31/2005 Change Net Interest Income $10,927,108 $10,723,890 1.9% Provision $60,000 $302,000 -80.1% Non-Interest Income $2,427,455 $2,119,237 14.5% Non-Interest Expense $7,938,373 $7,424,639 6.9% Earnings $3,884,247 $3,701,332 4.9% Earnings Per Share (Basic) $2.74 $2.63 4.2% Operating Results

Commitment To Strategic Focus

Cortland Loan Production Office Dennis E. Linville

Newbury Branch

Emerald Bank Glenn E. Aidt

Entry into a high growth market 2nd highest median income - Ohio cities with a population over 20,000 Access to high net worth customers and business starts Provides geographic diversification Opportunity to cross-sell non-bank financial products EMERALD BANK: A STRATEGIC TRANSACTION

Middlefield Banc Corp. Banking Footprint

High-quality loan growth Increase deposit market share Improve operating performance Increase visibility with investors Enhance shareholder value Ongoing Priorities

"You will get all you want in life if you help enough other people get what they want."

Donald D. Hunter Chairman, Board of Directors

Thank You for your support