<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 FORM 10-QSB / A

(Mark one)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
           For the transition period from __________ to______________

                         Commission File Number 0-25045

                          GRAND CENTRAL FINANCIAL CORP.
                          -----------------------------
        (Exact name of small business issuer as specified in its charter)

Delaware                                                  34-1877137
--------                                                  ----------
 (State or other jurisdiction of                         (IRS Employer
  incorporation or organization)                          Identification No.)

                     601 Main Street, Wellsville, Ohio 43968
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (330) 532-1517
                                 --------------
                           (Issuer's telephone number)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

             Class:                               Outstanding at July 31, 2001
Common stock, $0.01 par value                     1,749,831 shares

Transitional Small Business Disclosure Format (check one)     Yes[ ]     No[X]




<PAGE>   2



                          GRAND CENTRAL FINANCIAL CORP.
                                   FORM 10-QSB
                           QUARTER ENDED JUNE 30, 2001
                                      INDEX







<TABLE>
<CAPTION>

PART I.  Financial Information
                                                                                    Page
                                                                                    ----
Item 1 - Financial Statements
<S>  <C>                                                                            <C>

      Consolidated Balance Sheets as of June 30, 2001 and
      December 31, 2000 ..........................................................   3

      Consolidated Statements of Income for the three and six months ended
      June 30, 2001 and 2000......................................................   4

      Consolidated Statements of Comprehensive Income for the three and six
      months ended June 30, 2001 and 2000 ........................................   5

      Condensed Consolidated Statements of Changes in Shareholders' Equity
      for the six months ended June 30, 2001......................................   6

      Condensed Consolidated Statements of Cash Flows for the six months
      ended June 30, 2001 and 2000................................................   7

      Notes to Consolidated Financial Statements .................................   8


Item 2 - Management's Discussion and Analysis or Plan of Operation................  14


PART II.  Other Information

Item 1.  Legal Proceedings........................................................  19
Item 2.  Changes in Securities ...................................................  19
Item 3.  Defaults Upon Senior Securities..........................................  19
Item 4.  Submission of Matters to a Vote of Security Holders......................  19
Item 5.  Other Information........................................................  19
Item 6.  Exhibits and Reports on Form 8-K.........................................  19
Signatures .......................................................................  21
</TABLE>

The Form 10-QSB for June 30, 2001 has been amended to reclassify expenses
between the first and second quarter for 2001.


<PAGE>   3



                  GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                                                              June 30,              December 31,
                                                                                2001                    2000
                                                                                ----                    ----
<S>                                                                         <C>                    <C>
ASSETS
     Cash and amounts due from depository institutions                      $      4,525           $      2,928
     Interest-bearing deposits in other banks                                          2                      2
                                                                            ------------           ------------
         Total cash and cash equivalents                                           4,527                  2,930
     Time deposits with other banks                                                6,750                  7,000
     Securities available for sale                                                 2,449                  3,090
     Securities held to maturity (estimated fair value
         of $31,777 in 2001 and $35,251 in 2000)                                  32,069                 35,796
     Loans held for sale                                                           1,756                   --
     Loans, net                                                                   81,229                 86,265
     Federal Home Loan Bank stock, at cost                                         3,226                  3,113
     Premises and equipment, net                                                     866                  1,094
     Accrued interest receivable                                                     692                  1,106
     Other assets                                                                    811                    539
                                                                            ------------           ------------

              Total assets                                                  $    134,375           $    140,933
                                                                            ============           ============

LIABILITIES AND SHAREHOLDERS' EQUITY
     Deposits
         Non interest-bearing                                               $        772           $        514
         Interest-bearing                                                         75,195                 73,483
                                                                            ------------           ------------
              Total deposits                                                      75,967                 73,997
     Federal Home Loan Bank advances                                              32,611                 40,536
     Loan payable                                                                  6,750                  7,000
     Advance payments by borrowers for taxes and insurance                           526                    656
     Accrued interest payable                                                        246                    632
     Other liabilities                                                               268                    279
                                                                            ------------           ------------
         Total liabilities                                                       116,368                123,100
                                                                            ------------           ------------

Commitments and Contingencies

     Preferred stock, authorized 1,000,000 shares, no shares
       issued and outstanding
     Common stock, $.01 par value, 6,000,000 shares
       authorized, 1,938,871 shares issued                                            19                     19
     Additional paid-in capital                                                    8,321                  8,322
     Retained earnings, substantially restricted                                  13,872                 13,846
     Unearned stock based incentive plan shares                                     (313)                  (365)
     Treasury stock, 189,040 shares, at cost                                      (2,151)                (2,151)
      Unearned Employee Stock Ownership Plan shares                               (1,760)                (1,853)
     Accumulated other comprehensive income                                           19                     15
                                                                            ------------           ------------
         Total shareholders' equity                                               18,007                 17,833
                                                                            ------------           ------------

              Total liabilities and shareholders' equity                    $    134,375           $    140,933
                                                                            ============           ============
</TABLE>

--------------------------------------------------------------------------------
               See accompanying notes to consolidated financial statements.



                                                                              3.
<PAGE>   4



                  GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                     (In thousands, except per share amount)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                       Three months ended                  Six months ended
                                                            June 30,                           June 30,
                                                            --------                           --------
                                                    2001               2000             2001              2000
                                                    ----               ----             ----              ----
<S>                                            <C>               <C>               <C>               <C>
INTEREST INCOME
     Loans, including fees                     $      1,750      $      1,514      $      3,474      $      2,969
     Interest on securities                             690               879             1,438             1,704
     Interest-bearing deposits
       in banks                                          81                 5               159               152
                                               ------------      ------------      ------------      ------------
         Total interest income                        2,521             2,398             5,071             4,825

INTEREST EXPENSE
     Deposits                                           833               782             1,665             1,541
     FHLB borrowings                                    432               501               992               998
     Loan payable                                       143               126               269               150
                                               ------------      ------------      ------------      ------------
         Total interest expense                       1,408             1,409             2,926             2,689

NET INTEREST INCOME                                   1,113               989             2,145             2,136

Provision for loan losses                              --                --                --                --
                                               ------------      ------------      ------------      ------------

NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                           1,113               989             2,145             2,136

NON-INTEREST INCOME
     Service charges                                     32                51                84               109
     Gain on sale of loans                               15                 3                19                 3
     Gain on sale of securities                           4              --                   4                 6
     Other income                                        20                43                29                56
                                               ------------      ------------      ------------      ------------
         Total non-interest income                       71                97               136               174

NON-INTEREST EXPENSE
     Salaries and employee benefits                     461               452               898             1,382
     Net occupancy expense                               66                91               153               191
     Data processing expense                             36                35                71                74
     FDIC assessments                                     3                 4                 7                 8
     Franchise taxes                                     76                83               150               166
     Other expenses                                     404               194               591               385
                                               ------------      ------------      ------------      ------------
         Total non-interest expense                   1,046               859             1,870             2,206

Income before income taxes                              138               227               411               104
Income tax expense                                       47                45               140                 3
                                               ------------      ------------      ------------      ------------
Net income                                     $         91      $        182      $        271      $        101
                                               ============      ============      ============      ============
Earnings per share
     Basic                                     $        .06      $        .11      $        .18      $       0.06
     Diluted                                   $        .06      $        .11      $        .17      $       0.06
</TABLE>




--------------------------------------------------------------------------------

          See accompanying notes to consolidated financial statements.
                                                                              4.

<PAGE>   5



                  GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                       Three Months Ended                  Six Months Ended
                                                            June 30,                           June 30,
                                                            --------                           --------
                                                     2001               2000             2001              2000
                                                     ----               ----             ----              ----

<S>                                               <C>              <C>              <C>             <C>
NET INCOME                                        $         91     $        182     $        271    $        101

Other comprehensive income, net of tax
   Unrealized gain (loss) on securities
     available for sale arising during
     the period                                             (1)             (29)               7             (20)

   Less:  Reclassification  adjustment for
          accumulated gains included
          in net income                                      3             --                  3               4
                                                  ------------     ------------     ------------    ------------
   Unrealized gains (losses) on
     securities                                             (4)             (29)               4             (32)
                                                  ------------     ------------     ------------    ------------


COMPREHENSIVE INCOME                              $         87     $        153     $        275    $         77
                                                  ============     ============     ============    ============
</TABLE>






--------------------------------------------------------------------------------

          See accompanying notes to consolidated financial statements.
                                                                              5.

<PAGE>   6
<TABLE>
<CAPTION>



                                                   GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
                                   CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                                  (In thousands, except per share data)

-----------------------------------------------------------------------------------------------------------------------------------


                                                                    Unearned     Unearned
                                                                    Employee       Stock                Accumulated
                                            Additional                Stock        Based                   Other          Total
                                  Common     Paid-in    Retained    Ownership    Incentive    Treasury  Comprehensive  Shareholders
                                   Stock     Capital    Earnings   Plan Shares  Plan Shares    Stock       Income         Equity
                                 --------   --------    --------   -----------  -----------   --------  -------------  ------------

<S>                              <C>        <C>         <C>         <C>         <C>          <C>          <C>           <C>
BALANCES AT JANUARY 1, 2001      $     19   $  8,322    $ 13,846    $ (1,853)   $   (365)    $ (2,151)    $     15      $ 17,833


Commitment to release ESOP shares                 (1)                     93                                                  92
Release of incentive shares                                                           52                                      52
Cash dividends                                              (245)                                                           (245)
Comprehensive income:
Net income                                                   271                                                             271
Change in unrealized
  gain on securities
  available-for-sale, net of tax                                                                                 4             4
                                                                                                                        --------
     Total comprehensive income                                                                                              275
                                 --------   --------    --------    --------    --------   --------       --------      --------

BALANCES AT JUNE 30, 2001        $     19   $  8,321    $ 13,872    $ (1,760)   $   (313)  $ (2,151)      $     19      $ 18,007
                                 ========   ========    ========    ========    ========   ========       ========      ========




-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

          See accompanying notes to consolidated financial statements.
                                                                              6.



<PAGE>   7



                  GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                          Six Months Ended
                                                                                              June 30,
                                                                                     -------------------------
                                                                                     2001                 2000
                                                                                     ----                 ----

<S>                                                                             <C>                    <C>
NET CASH FROM OPERATING ACTIVITIES                                              $     (1,179)          $        820

CASH FLOWS FROM INVESTING ACTIVITIES
     Securities available for sale
         Purchases                                                                       (75)                  (174)
         Proceeds from sales                                                              79                    124
         Proceeds from maturities and payments                                           649                    476
     Securities held to maturity
         Purchases                                                                      --                     --
         Proceeds from maturities and payments                                         3,738                 16,310
     Change in time deposits with other banks                                            250                 (7,000)
     Net change in loans                                                               4,715                 (7,547)
                                                                                ------------           ------------
              Net cash from investing activities                                       9,356                  2,189

CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in deposits                                                            1,970                 (1,303)
     Net change in escrow accounts                                                      (130)                    60
     Proceeds from loan payable                                                         --                    7,000
     Payment of loan payable                                                            (250)                  --
     Return of capital                                                                  --                  (11,051)
     Cash dividends                                                                     (245)                  (218)
     Purchase of treasury stock                                                         --                     (725)
     Proceeds from long-term FHLB advances                                            15,310                 28,120
     Repayment of long-term FHLB advances                                            (23,235)               (27,398)
                                                                                ------------           ------------
         Net cash from financing activities                                           (6,580)                (5,515)

NET CHANGE IN CASH AND CASH EQUIVALENTS                                                1,597                 (2,506)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                       2,930                  4,928
                                                                                ------------           ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $      4,527           $      2,422
                                                                                ============           ============

SUPPLEMENTAL DISCLOSURES
     Cash paid during the period for:
         Interest                                                               $      3,312           $      2,647
         Income taxes                                                                    190                      3

</TABLE>



--------------------------------------------------------------------------------
          See accompanying notes to consolidated financial statements.
                                                                              7.



<PAGE>   8



                          GRAND CENTRAL FINANCIAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unless otherwise indicated, amounts in thousand.

BASIS OF PRESENTATION: These interim consolidated financial statements reflect
all adjustments which, in the opinion of management, are necessary to present
fairly the financial position of Grand Central Financial Corp. ("Company") and
its sole subsidiary, Central Federal Savings and Loan Association of Wellsville
("Association"), at June 30, 2001, and its results of operations and cash flows
for the periods presented. All such adjustments are normal and recurring in
nature. The accompanying unaudited consolidated financial statements do not
purport to contain all the necessary financial disclosures required by generally
accepted accounting principles that might otherwise be necessary in the
circumstances. The results of operations for the six month period ended June 30,
2001 and 2000 are not necessarily indicative of the results that may be expected
or that have occurred for the entire year. The annual report for the Company for
the year ended December 31, 2000, contains consolidated financial statements and
related notes that should be read in conjunction with the accompanying unaudited
consolidated financial statements.

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of the Company and the Association. All significant intercompany
balances and transactions have been eliminated in consolidation.

NATURE OF OPERATIONS: The Company is engaged in the business of banking with
operations and two offices in Wellsville, Ohio and surrounding areas, which are
primarily light industrial areas. These communities are the source of
substantially all of the Company's deposits and loan activities. The Company's
primary source of revenue is single-family residential loans to middle income
individuals.

USE OF ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expense during the reporting
period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change
relate to the determination of the allowance for losses on loans and the value
of loans held for sale.

INVESTMENT AND MORTGAGE-BACKED SECURITIES: Securities are classified as held to
maturity and carried at amortized cost when management has the positive intent
and ability to hold them to maturity. Securities are classified as available for
sale when they might be sold before maturity. Securities available for sale are
carried at fair value, with unrealized holding gains and losses reported in
other comprehensive income. Trading securities are carried at fair value, with
changes in unrealized holding gains and losses included in income. Other
securities such as Federal Home Loan bank stock are carried at cost.




--------------------------------------------------------------------------------

                                   (Continued)

                                                                              8.

<PAGE>   9


                         GRAND CENTRAL FINANCIAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

INVESTMENT AND MORTGAGE-BACKED SECURITIES: (continued) Interest income includes
amortization of purchase premium or discount. Gains and losses on sales are
based on the amortized cost of the security sold. Securities are written down to
fair value when a decline in fair value is not temporary.

LOANS: Loans are stated at unpaid principal balances, less the allowance for
loan losses and net deferred loan fees. Interest income on loans is accrued over
the term of the loans based upon the principal outstanding. The allowance for
loan losses is increased by charges to income and decreased by charge-offs (net
of recoveries). Management's periodic evaluation of the adequacy of the
allowance is based on the Company's past loan loss experience, known and
inherent risks in the portfolio, adverse situations that may affect the
collateral, and current economic conditions.

Uncollectible interest on loans that are contractually past due is charged off,
or an allowance is established, based on management's periodic evaluation. The
allowance is established by a charge to interest income equal to all interest
previously accrued and unpaid, and income is subsequently recognized only to the
extent that cash payments are received until, in management's judgment, the
borrower demonstrates the ability to make periodic interest payments in which
case the loan is returned to accrual status.

Loans considered to be impaired, as identified according to internal loan review
standards, are reduced to the present value of expected future cash flows or to
the fair value of collateral by allocating a portion of the allowance for loan
losses to such loans. If these allocations cause the allowance for loan losses
to require an increase, such an increase will be reported as a provision for
loan losses charged to operations.

Management analyzes loans on an individual basis and classifies a loan as
impaired when an analysis of the borrower's operating results and financial
condition indicates that underlying cash flows are not adequate to meet its debt
service requirements. Often this is associated with a delay or shortfall in
payments of 60 days or more. Smaller balance homogeneous loans are evaluated for
impairment in total. Such loans include residential first mortgage loans secured
by one to four family residences, residential construction loans, home equity,
and other consumer loans, with balances less than $200,000. Loans are generally
moved to non-accrual status when 90 days or more past due. These loans may also
be considered impaired.

Impaired loans, or portions thereof, are charged off when deemed uncollectible.
The nature of the disclosures for impaired loans is considered generally
comparable to prior nonaccrual loans and non-performing and past due asset
disclosures.


--------------------------------------------------------------------------------

                                   (Continued)

                                                                              9.

<PAGE>   10







                          GRAND CENTRAL FINANCIAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

INCOME TAXES: Income tax expense is based on the effective tax rate expected to
be applicable for the entire year. The Company follows the liability method of
accounting for income taxes. The liability method provides that deferred tax
assets and liabilities are recorded at enacted tax rates based on the difference
between the tax basis of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as "temporary differences". A
valuation allowance, if needed, reduces deferred tax assets to the amount
expected to be realized.

EARNINGS PER SHARE: Basic earnings per common share is net income divided by the
weighted average number of common shares outstanding during the period. ESOP
shares are considered outstanding for this calculation unless unearned.
Stock-based incentive plan shares are considered outstanding as they become
vested. Diluted earnings per common share include the dilutive effect of
stock-based incentive plan shares and the additional potential common shares
issuable under stock options. The basic weighted average shares were 1,531,316
and 1,622,351 and diluted weighted average share were 1,571,495 and 1,646,557
for June 30, 2001 and 2000, respectively.

NEW ACCOUNTING PRONOUNCEMENTS: In June 2001, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141.
"Business Combinations." SFAS No. 141 requires all business combinations within
its scope to be accounted for using the purchase method, rather than the
pooling-of-interests method. The provisions of this Statement apply to all
business combinations initiated after June 30, 2001. The adoption of this
statement will only impact the Company's financial statements if it enters into
a business combination.

Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which addresses the accounting for such assets arising from prior and
future business combinations. Upon the adoption of this Statement, goodwill
arising from business combinations will no longer be amortized, but rather will
be assessed regularly for impairment, with any such impairment recognized as a
reduction to earnings in the period identified. Other identified intangible
assets, such as core deposit intangible assets, will continue to be amortized
over their estimated useful lives. The Company is required to adopt this
Statement on January 1, 2002 and early adoption is not permitted. The adoption
of this Statement will not impact the Company's financial statements, as it has
no intangible assets.

COMPREHENSIVE INCOME: Comprehensive income consists of net income and other
comprehensive income. Other comprehensive income includes unrealized gains and
losses on securities available for sale, which is also recognized as a separate
component of shareholders' equity.



--------------------------------------------------------------------------------

                                  (Continued)

                                                                             10.
<PAGE>   11


                         GRAND CENTRAL FINANCIAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


NOTE 2 - INVESTMENT AND MORTGAGE-BACKED SECURITIES

The carrying values and estimated fair values of investment and mortgage-backed
securities are summarized as follows:
<TABLE>
<CAPTION>

                                                                  June 30, 2001
                                                             Gross            Gross
                                       Amortized          Unrealized        Unrealized             Fair
                                          Cost               Gains             Loss                Value
                                          ----               -----             ----                -----
                                                                    (In thousands)
<S>                                   <C>                <C>                <C>                 <C>
AVAILABLE FOR SALE:
Mortgage-backed securities:
     Freddie Mac                      $        188       $       --         $         (1)       $        187
     Fannie Mae                                871                  1               --                   872
     Ginnie Mae                              1,360                 30               --                 1,390
                                      ------------       ------------       ------------        ------------

         Total                        $      2,419       $         31       $         (1)       $      2,449
                                      ============       ============       ============        ============

HELD TO MATURITY:
U.S. government and federal
  agencies                            $      6,496       $       --         $        (62)       $      6,434
Mortgage-backed securities:
     Freddie Mac                            14,118                 66               (179)             14,005
     Fannie Mae                              5,867                 11                (88)              5,790
     CMO's                                   5,588                  9                (49)              5,548
                                      ------------       ------------       ------------        ------------

         Total                        $     32,069       $         86       $       (378)       $     31,777
                                      ============       ============       ============        ============

</TABLE>





--------------------------------------------------------------------------------

                                  (Continued)

                                                                             11.
<PAGE>   12


                         GRAND CENTRAL FINANCIAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


NOTE 2 - INVESTMENT AND MORTGAGE-BACKED SECURITIES (Continued)
<TABLE>
<CAPTION>

                                                                    December 31, 2000
                                                                 Gross              Gross
                                             Amortized        Unrealized         Unrealized             Fair
                                               Cost              Gains              Loss                Value
                                               ----              -----              ----                -----
                                                                    (In thousands)
<S>                                       <C>                <C>                <C>                 <C>
AVAILABLE FOR SALE:
Mortgage-backed securities:
     Freddie Mac                          $        217       $       --         $         (2)       $        215
     Fannie Mae                                  1,223                 10               --                 1,233
     Ginnie Mae                                  1,627                 15               --                 1,642
                                          ------------       ------------       ------------        ------------

         Total                            $      3,067       $         25       $         (2)       $      3,090
                                          ============       ============       ============        ============

HELD TO MATURITY:
U.S. government and federal
  agencies                                $      7,993       $          1       $       (128)       $      7,866
Mortgage-backed securities:
     Freddie Mac                                15,442                 57               (258)             15,241
     Fannie Mae                                  6,454                 17                (85)              6,386
     CMO's                                       5,907               --                 (149)              5,758
                                          ------------       ------------       ------------        ------------

         Total                            $     35,796       $         75       $       (620)       $     35,251
                                          ============       ============       ============        ============

</TABLE>

NOTE 3 - LOANS RECEIVABLE

Loans are summarized as follows:
<TABLE>
<CAPTION>
                                                                                  June 30,           December 31,
                                                                                    2001                 2000
                                                                                    ----                 ----
                                                                                           (In thousands)
<S>                                                                             <C>                 <C>
Loans secured by real estate:
     Construction loans on single family residences                             $        712        $        810
     Single family                                                                    60,436              63,963
     Multi-family and commercial                                                       1,162               1,185
Commercial loans                                                                         278                 331
Consumer loans                                                                        18,969              20,330
                                                                                ------------        ------------
                                                                                      81,557              86,619

Allowance for loan losses                                                               (328)               (354)
                                                                                ------------        ------------

     Total                                                                      $     81,229        $     86,265
                                                                                ============        ============

</TABLE>
--------------------------------------------------------------------------------

                                  (Continued)

                                                                             12.
<PAGE>   13


                         GRAND CENTRAL FINANCIAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------


NOTE 3 - LOANS RECEIVABLE (Continued)

An analysis of the allowance for loan losses is as follows:
<TABLE>
<CAPTION>

                                                       Six months ended
                                                           June 30,
                                               2001                        2000
                                               ----                        ----
                                                        (In thousands)

<S>                                        <C>                         <C>
Balance, beginning of period               $        354                $        369
Loans charged off                                   (28)                       --
Recoveries                                            2                           4
Provision for losses                               --                          --
                                           ------------                ------------

Balance, end of period                     $        328                $        373
                                           ============                ============
</TABLE>


NOTE 4 - NOTE PAYABLE

The Company has a note payable with a local institution for $6,750 at a rate of
7.30%. The note had an original maturity of 8 months with principal and interest
paid on the maturity date, August 5, 2001. The note is secured by stock the
Company owns in the bank subsidiary.





--------------------------------------------------------------------------------


                                                                             13.

<PAGE>   14



                          GRAND CENTRAL FINANCIAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

--------------------------------------------------------------------------------



The following discussion compares the financial condition of Grand Central
Financial Corp. ("Company") and its wholly owned subsidiary, Central Federal
Savings and Loan Association of Wellsville (the "Association"), at June 30, 2001
to December 31, 2000 and the results of operations for the three months ended
June 30, 2001 and 2000 and six months ended June 30, 2001 and 2000. This
discussion should be read in conjunction with the interim financial statements
and footnotes included herein.


FORWARD-LOOKING STATEMENTS

         This report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions which are
not subject to certain risks and uncertainties for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995, and is
including this statement for purposes of these safe harbor provisions. When used
herein, the terms "anticipates", "plans", "expects", "believes", and similar
expressions as they relate to the Company or its management are intended to
identify such forward-looking statements. The Company's actual results,
performance or achievements may materially differ from those expressed or
implied in the forward-looking statements. Risks and uncertainties that could
cause or contribute to such material differences include, but are not limited
to, general economic conditions, interest rate environment, competitive
conditions in the financial services industry, changes in law, governmental
policies and regulations, and rapidly changing technology affecting financial
services.

         These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Further information concerning the Company and its business,
including additional factors that could materially affect the Company's
financial results, is included in the Company's filings with the SEC.

         The Company does not undertake - and specifically disclaims any
obligation - to publicly release the result of any revisions which may be made
to any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.



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                                                                             14.
<PAGE>   15

                          GRAND CENTRAL FINANCIAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

--------------------------------------------------------------------------------


GENERAL

The Company does not transact any material business other than through the
Association. The Company's results of operations are dependent primarily on net
interest income, which is the difference ("spread") between the interest income
earned on its loans, mortgage-backed securities, and securities portfolio and
its cost of funds, consisting of interest paid on its deposits and borrowed
funds. The interest rate spread is affected by regulatory, economic and
competitive factors that influence interest rates, loan demand and deposit
flows. The Company's net income is also affected by, among other things, loan
fee income, provisions for loan losses, service charges, operating expenses and
franchise and income taxes. The Company's revenues are derived primarily from
interest on mortgage loans, consumer loans, mortgage-backed securities and
securities, as well as income from service charges and loan originations. The
Company's operating expenses principally consist of employee compensation and
benefits, occupancy, federal deposit-insurance premiums and other general and
administrative expenses. The Company's results of operations are also
significantly affected by general economic and competitive conditions,
particularly changes in market interest rates, government policies and actions
of regulatory authorities. Future changes in applicable law, regulations or
government policies may materially impact the Company.









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                                                                             15.

<PAGE>   16

                          GRAND CENTRAL FINANCIAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

--------------------------------------------------------------------------------



COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2001 AND DECEMBER 31, 2000

         Total assets of the Company were $134.4 million at June 30, 2001,
compared to $140.9 million at December 31, 2000, representing a decrease of $6.5
million, or 4.6%. The primary components in the decrease in total assets were a
$4.4 million decrease in total securities (including securities available for
sale and held to maturity) and a decrease of $3.3 million or 3.8% (including
loans held for sale) from December 31, 2000. The majority of the decrease in
loans was in the consumer and single family real estate portfolios. The Company
sold single-family real estate loans during the second quarter of fiscal year
2000 instead of putting them in their portfolio due to the market. Loans held
for sale also increased due to the Association's increase in origination from
and the drop in interest rates. The proceeds from the decrease in securities and
loans, as well as the increase in deposits were used to decrease the amount of
Federal Home Loan Bank advances from $40.5 million at December 31, 2000 to $32.6
million at June 30, 2001. The increase in deposits was due to normal market
fluctuation and not any special promotions. Shareholders' equity increased
$174,000 or .98% from December 31, 2000 to June 30, 2001

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 2001 AND JUNE 30, 2000

         General. Net income for the three months ended June 30, 2001 decreased
by $91,000 or 50.0% from $182,000 for the three months ended June 30, 2000 to
$91,000 for the three months ended June 30, 2001. Net income for the six months
ended June 30, 2001 and an increased $170,000 or 168.3%, from the net income of
$101,000 for the six months ended June 30, 2000. The increase was primarily due
to the significant decrease in salaries and employee benefits as a result of a
decrease in the number of branches over the last six months and due to the
impact of the return of capital on Recognition and Retention Plan expense in
2000. The Company also showed higher net interest income in the three months
ended June 30, 2001.

         Net Interest Income. Net interest income is the largest component of
the Company's net income, and consists of the difference between interest income
generated on interest-earnings assets and interest expense incurred on
interest-bearing liabilities. Net interest income is primarily affected by the
volumes, interest rates and composition of interest-earning assets and
interest-bearing liabilities.

         Net interest income increased approximately $124,000, or 12.5%, for the
three months ended June 30, 2001 and $9,000, or .42%, for the six months ended
June 30, 2001 from the prior year periods. An increase in interest income or
loans, including fees, is the primary reason for the increase. The increase in
income is due primarily due to the increase in volume of loans from June 30,
2000 to 2001 and less to rates. The increase in income on loans was offset in
part by a decrease in interest income from securities as a result of securities
maturing and being called. The Company used the proceeds from the maturing
securities to payoff Federal Home Loan Bank advances and decrease the related
interest expense.

         Provision for Loan Losses. The provision for loan losses is based on
management's regular review of the loan portfolio, which considers factors such
as past experience, prevailing general economic conditions and considerations
applicable to specific loans, such as the ability of the



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                                                                             16.



<PAGE>   17

                          GRAND CENTRAL FINANCIAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

--------------------------------------------------------------------------------

borrower to repay the loan and the estimated value of the underlying collateral,
as well as changes in the size and growth of the loan portfolio.

         No provision for loan losses was recorded during the three months or
six months ended June 30, 2001 or 2000. At June 30, 2001, the allowance for loan
losses represented .40% of total loans compared to .48% at December 31, 2000.
Nonperforming assets as a percentage of loans were .56% at December 31, 2000 and
 .32% at June 30, 2001. Management believes the allowance for loan losses is
adequate to absorb probable losses based on the positive trends; however, future
additions to the allowance may be necessary based on changes in economic
conditions.

         Non-interest Income. Non-interest income for the six months ended June
30, 2001 decreased $38,000 from $174,000 for June 30, 2000 and decreased $26,000
for the three months ended June 30, 2001. The majority of the change is due to
the decrease in other income and service charges. As the Company has closed
under-performing branches the number of customers and activity has decreased
resulting in less other income and service charged revenue. There was also a
$8,000 gain on the sale of other real estate owned other real estate owned
property for the period ended June 30, 2000.

         Non-interest Expense. Non-interest expense increased $187,000, or
21.8%, for the quarter ended June 30, 2001 and decreased $336,000, or 15.2% for
the six months ended June 30, 2001 compared to the similar periods in 2000. The
majority of the increase for the quarter is due to charges taken related to the
closing of a branch and the write-off of fixed assets of approximately $154,000.
For the six months ended June 30, 2001, the decrease in non-interest income is
primarily due to the large RRP expense in 2000 related to the return of capital
and due to the lower costs in salaries and employee benefits. Net occupancy
expense and data processing expense also decreased as a result of the closing of
a branch during the second quarter of 2001.


LIQUIDITY AND CAPITAL RESOURCES

         The Association's primary sources of funds are deposits, principal and
interest payments on loans, mortgage-backed and investment securities and
borrowings from the FHLB-Cincinnati. The Association uses the funds generated to
support its lending and investment activities as well as any other demands for
liquidity such as deposit outflows. While maturities and scheduled amortization
of loans are predictable sources of funds, deposit flows, mortgage prepayments
and the exercise of call features are greatly influenced by general interest
rates, economic conditions and competition. At June 30, 2001, the Association's
liquidity ratio was 18.6%.

         At June 30, 2001, the Association exceeded all of its regulatory
capital requirements with a tangible capital level of $22.6 million, or 16.76%,
of total adjusted assets, which is above the required level of $5.2 million, or
4.0%; core capital of $22.6 million, or 16.76%, of adjusted total



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                                                                             17.


<PAGE>   18

                          GRAND CENTRAL FINANCIAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

--------------------------------------------------------------------------------

assets, which is above the required level of $4.4 million, or 4.0%; and
risk-based capital of $22.9 million, or 34.80% of risk-weighted assets, which is
above the required level of $5.2 million, or 8.0%.

         The Association's most liquid assets are cash and cash equivalents. The
levels of those assets are dependent on the Association's operating, financing,
lending and investing activities during any given period. At June 30, 2001, cash
and cash equivalents totaled $4.5 million, or 3.4% of total assets.

         The Association has other sources of liquidity if a need for additional
funds arises, including FHLB advances. At June 30, 2001, the Association had
$32.6 million in advances outstanding from the FHLB-Cincinnati, and at June 30,
2001, had an additional overall borrowing capacity from the FHLB of $31.9
million. Depending on market conditions, the pricing of deposit products and
FHLB advances, the Association may rely on FHLB borrowing to fund asset growth.

         The Association relies primarily on competitive rates, customer service
and long-standing relationships with customers to retain deposits. Based on the
Association's experience with deposit retention and current retention
strategies, management believes that, although it is not possible to predict
future terms and conditions upon renewal, a significant portion of such deposits
will remain with the Association.






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                                                                             18.
<PAGE>   19



                          GRAND CENTRAL FINANCIAL CORP.
                                   FORM 10-QSB
                           Quarter ended June 30, 2001
                           PART II - OTHER INFORMATION

--------------------------------------------------------------------------------

Item  1  Legal Proceedings.
               None

Item  2  Changes in Securities and Use of Proceeds.
               None

Item 3   Defaults Upon Senior Securities.
               None

Item 4.  Submission of Matters to a Vote of Security Holders.

Grand Central Financial Corp. held its Annual Meeting of Shareholders on April
25, 2001. Results of shareholder voting was as follows:

             a)  Election of Director for a three year term:

                                               Thomas P. Ash
                                               -------------
             For                                  1,369,555
             Abstain                                 57,760
             Against                                      -


             b)  Ratification of independent auditor for the fiscal year ending
                 December 31, 2001

                                               Crowe, Chizek and Company, LLP
                                               ------------------------------
             For                                           1,420,985
             Abstain                                           2,980
             Against                                           3,350

The following directors' terms of office as a director continued after the
meeting.

             (i)      Jeffrey W. Aldrich
             (ii)     Gerry W. Grace
             (iii)    Williams R. Williams

Item 5.  Other Information.
             None




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                                                                             19.

<PAGE>   20
                         GRAND CENTRAL FINANCIAL CORP.
                                   FORM 10-QSB
                           Quarter ended June 30, 2001
                           PART II - OTHER INFORMATION

--------------------------------------------------------------------------------




Item 6.  Exhibits and Reports on Form 8-K.

(a)             Exhibit
                Number                Exhibit
                ------                -------

                 3.1                 Certificate of Incorporation*

                 3.2                 Bylaws*

                 4.0                 Form of Common Stock Certificate*


(a.)        Exhibit
            Number           Exhibit
            ------           -------

             11.1            Statement Re Computation of Earnings per common
                             Share

Basic earnings per share is computed by dividing net income by the weighted
average number of shares outstanding during the period, as restated for shares
issued in business combinations accounted for as pooling-of-interests, stock
splits and stock dividends. Diluted earnings per share is computed using the
weighted average number of shares determined for the basic computation plus the
number of shares of common stock that would be issued assuming all contingently
issuable shares having a dilutive effect on earnings per share were outstanding
for the period.

The weighted average number of common shares outstanding for basic and diluted
earnings per share computations were as follows:
<TABLE>
<CAPTION>

                                                   Six Months Ended                Three Months Ended
                                                        June 30,                         June 30,
                                                        --------                         --------
                                                 2001             2000            2001             2000
                                                 ----             ----            ----             ----
<S>                                          <C>              <C>              <C>              <C>
Numerator:
Net income                                   $      271       $      101       $      153       $      182

Denominator:
Weighted-average common
  shares outstanding (basic)                  1,531,316        1,622,351        1,532,356        1,594,342
Exercise of options                              40,179           24,206           13,925           23,543
Weighted-average common
  shares outstanding (diluted)                1,571,495        1,646,557        1,546,281        1,617,885
</TABLE>



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                                                                             20.
<PAGE>   21



                         GRAND CENTRAL FINANCIAL CORP.
                                   FORM 10-QSB
                           Quarter ended June 30, 2001
                           Part II - OTHER INFORMATION

 -------------------------------------------------------------------------------

Earnings per share:
Basic                   $   .18        $   .06         $   .06         $   .11
Diluted                 $   .17        $   .06         $   .06         $   .11


(b)      Reports on Form 8-K - on June 22, 2001, the issuer filed a Form 8-K.
         The information reported is as follows:

         Grand Central Financial Corp. (the "Company"), reported the declaration
         of a cash dividend payable July 17, 2001 to stockholders of record at
         the close of business on July 2, 2001.

* Incorporated by reference into this document from the Exhibits filed with the
Registration Statement on Form SB-2 and any amendments thereto, Registration No.
333-64089.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.



                                    GRAND CENTRAL FINANCIAL CORP.




Dated: September 17, 2001           By:   /s/ William R. Williams
                                          -----------------------------------
                                          William R. Williams
                                          President and Chief Executive Officer
                                          (principal executive officer)



Dated: September 17, 2001           By:   /s/ John A. Rife
                                          -----------------------------------
                                          John A. Rife
                                          Executive Vice President and Treasurer
                                          (principal accounting and financial
                                           officer)





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                                                                             21.