##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from  to
 Commission file number: 000-31673
 OHIO LEGACY CORP
   (State or other jurisdiction of incorporation or organization)
  (I.R.S. Employer Identification No.)
 305 West Liberty Street, Wooster, OH, 44691
   Issuers telephone number
 þ o
 o þ




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##### Table of Contents



PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis
    
    
    11Item 3. Controls and Procedures
    
    
    18PART II  OTHER INFORMATION
    
    
    19Item 1. Legal Proceedings
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3. Defaults Upon Senior Securities
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    20SIGNATURES
    
    
    21EX-31.1EX-32.1
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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 
 March 31,
    
    
    December 31,2007
    
    
    2006(unaudited)ASSETSCash and due from banks
    
    $
    4,999,845
    
    
    $
    5,659,986Federal funds sold and interest-bearing deposits in financial institutions
    
    
    4,586,881
    
    
    
    7,379,879Cash and cash equivalents
    
    
    9,586,726
    
    
    
    13,039,865Certificate of deposit in financial institution
    
    
    100,000
    
    
    
    100,000Securities available for sale
    
    
    25,924,838
    
    
    
    26,945,022Securities held to maturity (fair value of $2,994,998 and $2,166,324 at
March 31, 2007 and December 31, 2006)
    
    
    3,004,878
    
    
    
    2,201,682Loans held for sale
    
    
    1,857,071
    
    
    
    1,212,470Loans, net of allowance of $1,756,875 and $1,757,110 at March 31, 2007
and December 31, 2006
    
    
    175,473,074
    
    
    
    177,021,214Federal bank stock
    
    
    1,541,200
    
    
    
    1,541,200Premises and equipment, net
    
    
    3,526,937
    
    
    
    3,618,697Intangible asset
    
    
    245,592
    
    
    
    282,388Other real estate owned
    
    
    2,449,897
    
    
    
    2,566,301Accrued interest receivable and other assets
    
    
    2,009,276
    
    
    
    1,954,992Total assets
    
    $
    225,719,489
    
    
    $
    230,483,831LIABILITIESDeposits:Noninterest-bearing demand
    
    $
    17,264,984
    
    
    $
    17,346,767Interest-bearing demand
    
    
    9,285,140
    
    
    
    9,988,257Savings
    
    
    53,383,845
    
    
    
    49,504,180Certificates of deposit, net
    
    
    106,428,894
    
    
    
    109,477,664Total deposits
    
    
    186,362,863
    
    
    
    186,316,868Repurchase agreements
    
    
    1,593,735
    
    
    
    1,317,527Federal Home Loan Bank advances
    
    
    14,304,612
    
    
    
    19,433,770Subordinated debentures
    
    
    3,325,000
    
    
    
    3,325,000Capital lease obligations
    
    
    933,038
    
    
    
    940,183Accrued interest payable and other liabilities
    
    
    673,308
    
    
    
    731,926Total liabilities
    
    
    207,192,556
    
    
    
    212,065,274SHAREHOLDERS EQUITYPreferred stock, no par value, 500,000 shares authorized,
none outstanding
    
    
    
    
    
    
    Common stock, no par value, 5,000,000 shares authorized, 2,214,564 shares
issued and outstanding at March 31, 2007, and December 31, 2006,
respectively
    
    
    18,748,640
    
    
    
    18,737,150Accumulated earnings
    
    
    160,969
    
    
    
    166,415Accumulated other comprehensive loss
    
    
    (382,676
    )
    
    
    (485,008
    )Total shareholders equity
    
    
    18,526,933
    
    
    
    18,418,557Total liabilities and shareholders equity
    
    $
    225,719,489
    
    
    $
    230,483,831
  3.




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For the Three Months EndedMarch 31,2007
    
    
    2006Interest income:Loans, including fees
    
    $
    3,241,274
    
    
    $
    2,754,238Securities, taxable
    
    
    275,447
    
    
    
    321,664Securities, tax-exempt
    
    
    23,322
    
    
    
    7,181Interest-bearing deposits, federal funds sold and other
    
    
    100,448
    
    
    
    42,553Dividends on federal bank stock
    
    
    23,823
    
    
    
    21,619Total interest income
    
    
    3,664,314
    
    
    
    3,147,255Interest expense:Deposits
    
    
    1,711,227
    
    
    
    1,073,771Federal Home Loan Bank advances
    
    
    195,838
    
    
    
    241,002Subordinated debentures
    
    
    70,723
    
    
    
    70,722Repurchase
agreements
    
    
    13,591
    
    
    
    28,871Capital leases
    
    
    36,667
    
    
    
    37,487Total interest expense
    
    
    2,028,046
    
    
    
    1,451,853Net interest income
    
    
    1,636,268
    
    
    
    1,695,402Provision for loan losses
    
    
    43,000
    
    
    
    50,000Net interest income after provision for loan losses
    
    
    1,593,268
    
    
    
    1,645,402Noninterest income:Service charges and other fees
    
    
    265,639
    
    
    
    246,473Gain on sale of loans
    
    
    50,951
    
    
    
    Loss on disposal of fixed assets
    
    
    
    
    
    
    (736
    )Gain on sale of other real estate owned
    
    
    5,451
    
    
    
    Other income
    
    
    23,196
    
    
    
    17,568Total noninterest income
    
    
    345,237
    
    
    
    263,305Noninterest expense:Salaries and benefits
    
    
    1,027,522
    
    
    
    919,596Occupancy and equipment
    
    
    236,814
    
    
    
    236,105Professional fees
    
    
    117,151
    
    
    
    90,282Franchise tax
    
    
    63,750
    
    
    
    63,800Data processing
    
    
    173,752
    
    
    
    151,719Marketing and advertising
    
    
    49,921
    
    
    
    41,833Stationery and supplies
    
    
    34,887
    
    
    
    31,476Amortization of intangible asset
    
    
    36,796
    
    
    
    47,065Deposit expense and insurance
    
    
    42,148
    
    
    
    42,657Other expenses
    
    
    168,655
    
    
    
    103,347Total noninterest expense
    
    
    1,951,396
    
    
    
    1,727,880Net earnings (loss) before income taxes
    
    
    (12,891
    )
    
    
    180,827Income tax expense (benefit)
    
    
    (7,445
    )
    
    
    63,827Earnings (loss)
    
    $
    (5,446
    )
    
    $
    117,000Basic earnings (loss) per share
    
    $
    0.00
    
    
    $
    0.05Diluted earnings (loss) per share
    
    $
    0.00
    
    
    $
    0.05
  4.




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For the Three Months EndedMarch 31,2007
    
    
    2006Shareholders equity, beginning of period
    
    $
    18,418,557
    
    
    $
    18,104,875Net earnings (loss)
    
    
    (5,446
    )
    
    
    117,000Other comprehensive income (loss), net of tax:Net unrealized gain (loss) on available for sale securities
arising during the period net of tax of ($52,716) and $24,628.
    
    
    102,332
    
    
    
    (47,807
    )Total comprehensive income (loss), net of tax
    
    
    96,886
    
    
    
    69,193Additional paid in capital from stock options
    
    
    11,490
    
    
    
    7,050Balance, end of period
    
    $
    18,526,933
    
    
    $
    18,181,118
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For the Three Months EndedMarch 312007
    
    
    2006Cash flows from operating activities:Net earnings (loss)
    
    
    (5,446
    )
    
    $
    117,000Adjustments
to reconcile net earnings (loss) to net cash from
operating activities:Depreciation and amortization
    
    
    139,767
    
    
    
    148,452Securities amortization and accretion, net
    
    
    22,409
    
    
    
    29,393Federal Home Loan Bank (FHLB) stock dividends
    
    
    
    
    
    
    (13,000
    )Origination of loans held for sale
    
    
    (4,848,102
    )
    
    
    Proceeds from sales of loans held for sale
    
    
    4,254,452
    
    
    
    Provision for loan losses
    
    
    43,000
    
    
    
    50,000Loss from Ohio Legacy Trust 1
    
    
    2,018
    
    
    
    2,019Gain on sale of other real estate owned
    
    
    (5,451
    )
    
    
    736Provision for other real estate owned losses
    
    
    23,249
    
    
    
    Gain on sale of loans held for sale
    
    
    (50,951
    )
    
    
    Accretion of fair value purchase adjustments
    
    
    (4,471
    )
    
    
    (5,265
    )Stock option expense
    
    
    11,490
    
    
    
    7,050Net change in:Accrued interest receivable and other assets
    
    
    (87,664
    )
    
    
    (158,219
    )Accrued interest payable and other liabilities
    
    
    (58,618
    )
    
    
    208,031Deferred loan fees
    
    
    3,587
    
    
    
    (10,456
    )Net cash from operating activities
    
    
    (560,731
    )
    
    
    375,742Cash flows from investing activities:Purchases of securities held to maturity
    
    
    (804,847
    )
    
    
    Maturities, calls and paydowns of securities available for sale
    
    
    1,133,120
    
    
    
    1,582,025Proceeds from sales of other real estate owned
    
    
    127,927
    
    
    
    Net change in loans
    
    
    2,515,040
    
    
    
    (2,971,330
    )Participation loans purchased
    
    
    (1,042,808
    )
    
    
    Purchases of premises and equipment
    
    
    (11,211
    )
    
    
    (55,656
    )Net cash from investing activities
    
    
    1,917,221
    
    
    
    (1,444,968
    )Cash flows from financing activities:Net change in deposits
    
    
    50,466
    
    
    
    (533,467
    )Net change in repurchase agreements
    
    
    276,208
    
    
    
    239,475Repayment of capital lease obligations
    
    
    (7,145
    )
    
    
    (2,548
    )Proceeds from short term FHLB advances, net of repayments
    
    
    
    
    
    
    (6,500,000
    )Proceeds from FHLB advances
    
    
    
    
    
    
    12,000,000Repayments of FHLB advances
    
    
    (5,129,158
    )
    
    
    (380,346
    )Net cash provided by financing activities
    
    
    (4,809,629
    )
    
    
    4,823,114Net change in cash and cash equivalents
    
    
    (3,453,139
    )
    
    
    3,753,887Cash and cash equivalents at beginning of period
    
    
    13,039,865
    
    
    
    8,122,546Cash and cash equivalents at end of period
    
    
    9,586,726
    
    
    $
    11,876,433Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    2,051,430
    
    
    $
    1,434,951Federal income taxes
    
    
    
    
    
    
    Non-cash transactions:Transfer of loans to other real estate owned
    
    $
    29,321
    
    
    $
    161,517
  6.




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NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Nature of Operations and Principles of Consolidation
    Use of Estimates
 Reclassifications
 Income Taxes
   7.




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NOTE 2  STOCK BASED COMPENSATION
   Three months endedMarch 31, 2007Total options outstandingWeighted
    
    
    WeightedAverage
    
    
    AverageExercise
    
    
    FairShares
    
    
    Price
    
    
    ValueOptions outstanding, beginning of
period
    
    
    287,375
    
    
    $
    10.62
    
    
    $
    4.72Forfeited
    
    
    (5,850
    )
    
    
    10.11
    
    
    
    4.75Exercised
    
    
    
    
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    
    
    
    
    Options outstanding, end of period
    
    
    281,525
    
    
    $
    10.63
    
    
    $
    4.72Options exercisable, end of period
    
    
    256,167
    
    
    $
    10.76
    
    
    $
    4.74
   CompensationCostsRemainder of 2007
    
    $
    28,8472008
    
    
    37,1962009
    
    
    14,800Total
    
    $
    80,843
 NOTE 3  EARNINGS PER SHARE
  8.




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Three Months Ended March 31,2007
    
    
    2006BASIC:Net earnings (loss)
    
    $
    (5,446
    )
    
    $
    117,000Weighted average common shares outstanding
    
    
    2,214,564
    
    
    
    2,214,564Basic earnings (loss) per share
    
    $
    0.00
    
    
    $
    0.05DILUTED:Net earnings (loss)
    
    $
    (5,446
    )
    
    $
    117,000Weighted average common shares outstanding
    
    
    2,214,564
    
    
    
    2,214,564Dilutive effect of stock options
    
    
    
    
    
    
    6,573Dilutive effect of stock warrants
    
    
    
    
    
    
    569Total common shares and dilutive potential
common shares
    
    
    2,214,564
    
    
    
    2,221,706Diluted earnings (loss) per share
    
    $
    0.00
    
    
    $
    0.05
  Three months endedMarch 312007
    
    2006Stock options
    
    
    283,329
    
    
    
    143,000Stock warrants
    
    
    150,000
    
    
    
    Total
    
    
    433,329
    
    
    
    143,000
 NOTE 4  LOANS
  March 31, 2007
    
    
    December 31, 2006Balance
    
    
    Percent
    
    
    Balance
    
    
    PercentResidential real estate
    
    $
    65,923,260
    
    
    
    37.2
    %
    
    $
    65,282,422
    
    
    
    36.5
    %Multifamily residential real estate
    
    
    9,625,227
    
    
    
    5.4
    
    
    
    9,452,861
    
    
    
    5.3Commercial real estate
    
    
    63,694,027
    
    
    
    35.9
    
    
    
    65,228,180
    
    
    
    36.4Construction
    
    
    10,794,279
    
    
    
    6.1
    
    
    
    10,235,414
    
    
    
    5.7Commercial
    
    
    17,245,404
    
    
    
    9.7
    
    
    
    18,524,153
    
    
    
    10.4Consumer and home equity
    
    
    10,155,412
    
    
    
    5.7
    
    
    
    10,259,367
    
    
    
    5.7Total loans
    
    
    177,437,609
    
    
    
    100.0
    %
    
    
    178,982,397
    
    
    
    100.0
    %Less: Allowance for loan losses
    
    
    (1,756,875
    )
    
    
    
    
    
    
    (1,757,110
    )Net deferred loan fees
    
    
    (207,660
    )
    
    
    
    
    
    
    (204,073
    )Loans, net
    
    $
    175,473,074
    
    
    
    
    
    
    $
    177,021,214
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For the Three Months EndedMarch 31,2007
    
    
    2006Balance, beginning of period
    
    $
    1,757,110
    
    
    $
    1,589,407Provision for loan losses
    
    
    43,000
    
    
    
    50,000Loans charged-off
    
    
    (46,627
    )
    
    
    (4,012
    )Recoveries
    
    
    3,392
    
    
    
    1,810Balance, end of period
    
    $
    1,756,875
    
    
    $
    1,637,205Allowance for loan losses, percent of total loans
    
    
    0.99
    %
    
    
    0.83
    %
 
 March 31,
    
    December 31,2007
    
    2006Loans past due over 90 days still on accrual
    
    $
    
    
    
    $
    Nonaccrual loans, includes smaller balance homogeneous loans
    
    
    2,618,273
    
    
    
    2,439,938Impaired loans, included in nonaccrual loans
    
    $
    1,814,017
    
    
    
    1,481,109Amount of the allowance for loan losses allocated
    
    
    8,000
    
    
    
    32,000
 Three months ended March 31,2007
    
    2006Interest income foregone on nonaccrual loans
    
    $
    36,252
    
    
    $
    3,139
 NOTE 5  ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES
  10.




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NOTE 6  OTHER REAL ESTATE OWNED
  March 31,
    
    
    December 31,2007
    
    
    2006Residential real estate
    
    
    701,723
    
    
    
    819,602Construction
    
    
    1,771,423
    
    
    
    1,746,698Total real estate owned
    
    
    2,473,146
    
    
    
    2,566,300Less: valuation allowance
    
    
    (23,249
    )
    
    
    Real estate owned, net
    
    
    2,449,897
    
    
    
    2,566,300
  
 Item 2. Managements Discussion and Analysis
  FORWARD-LOOKING STATEMENTS
  
    
    anticipated changes in industry conditions created by state and federal
legislation and regulations;
    
    anticipated changes in general interest rates and the impact of future interest
rate changes on our profitability, capital adequacy and the fair value of our financial
assets and liabilities;
    
    retention of our existing customer base and our ability to attract new customers;
    
    the development of new products and services and their success in the marketplace;
    
    the adequacy of the allowance for loan losses; and
 11.




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
    
    statements regarding our anticipated loan and deposit account growth, expense
levels, liquidity and capital resources and projections of earnings.
  
    
    competition in the industry and markets in which we operate;
    
    changes in general interest rates;
    
    rapid changes in technology affecting the financial services industry;
    
    changes in government regulation; and
    
    general economic and business conditions.
 OVERVIEW
  
    
    Assets decreased $4.8 million, driven largely by a reduction of $1.5 million in
loans and $3.5 million and cash and cash equivalents. Liabilities declined $4.9 million
driven largely by a reduction in FHLB debt of $5.1 million
    
    Demand deposits were basically flat, with growth in savings deposits and
reductions in certificates of deposit
    
    The net interest margin improved over the prior quarter, but is still
compressed on a year over year basis
  
    
    Net interest income was basically flat compared to the prior quarter and
slightly behind the first quarter of 2006
    
    Top line revenue, interest income and non-interest income continued to show
improvement over the prior quarter and the first quarter of 2006.
    
    Non-interest expense grew year-over-year and was up over the fourth quarter of
2006
  
    
    The Company is in a turnaround situation, with the focus on correcting the
deficiencies in our balance sheet, with specific emphasis on deposit costs, our residential
mortgage portfolio and our non-earning assets
    
    The continuation of an inverted yield curve continues to increase our short
term funding costs.
    
    We continue to be focused on reducing our interest expense through a reduction
in our reliance on higher costing certificates of deposit and wholesale funding sources.
    
    Although other real estate owned, non-accrual and non-performing loans have
leveled off, credit quality remains a primary focus of the Company.
 12.




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SIGNIFICANT ACCOUNTING POLICIES
 Allowance for loan losses
  FINANCIAL CONDITION  MARCH 31, 2007, COMPARED TO DECEMBER 31, 2006
 Assets
 Securities
 Loans
  Allowance for loan losses and asset quality
  Accrued interest receivable and other assets.
 Deposits
 13.




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Federal Home Loan Bank advances
 RESULTS OF OPERATIONS  THREE MONTHS ENDED MARCH 31, 2007
  Net interest income
  14.




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Three months ended March 31,2007
    
    
    2006Average
    
    
    Interest
    
    
    
    
    
    
    Average
    
    
    InterestOutstanding
    
    
    earned/
    
    
    Yield/
    
    
    outstanding
    
    
    earned/
    
    
    Yield/(Dollars in thousands)
    
    Balance
    
    
    paid
    
    
    Rate
    
    
    balance
    
    
    paid
    
    
    RateAssetsInterest-earning assets:Interest-bearing deposits and federal funds sold
    
    
    7,767
    
    
    
    100
    
    
    
    5.22
    %
    
    $
    3,603
    
    
    $
    43
    
    
    
    4.79
    %Securities available for sale
    
    
    26,020
    
    
    
    275
    
    
    
    4.29
    
    
    
    33,063
    
    
    
    322
    
    
    
    3.89Securities held to maturity (1)
    
    
    2,657
    
    
    
    35
    
    
    
    5.34
    
    
    
    837
    
    
    
    10
    
    
    
    5.20Federal agency stock
    
    
    1,541
    
    
    
    24
    
    
    
    6.32
    
    
    
    1,480
    
    
    
    22
    
    
    
    5.84Loans (2)
    
    
    176,412
    
    
    
    3,241
    
    
    
    7.45
    
    
    
    160,531
    
    
    
    2,754
    
    
    
    6.96Total interest-earning assets
    
    
    214,397
    
    
    
    3,675
    
    
    
    6.95
    
    
    
    199,514
    
    
    
    3,151
    
    
    
    6.40Noninterest-earning assets
    
    
    17,495
    
    
    
    
    
    
    
    
    
    
    
    10,325Total assets
    
    
    231,892
    
    
    
    
    
    
    
    
    
    
    
    209,839Liabilities and Shareholders EquityInterest-bearing liabilities:Interest-bearing demand deposits
    
    
    8,985
    
    
    
    17
    
    
    
    .77
    %
    
    $
    9,822
    
    
    
    19
    
    
    
    .77
    %Savings accounts
    
    
    9,109
    
    
    
    18
    
    
    
    .80
    
    
    
    14,030
    
    
    
    29
    
    
    
    .84Money market accounts
    
    
    41,746
    
    
    
    388
    
    
    
    3.77
    
    
    
    26,441
    
    
    
    178
    
    
    
    2.73Certificates of deposit
    
    
    109,604
    
    
    
    1,288
    
    
    
    4.77
    
    
    
    93,562
    
    
    
    848
    
    
    
    3.67Total interest-bearing deposits
    
    
    169,444
    
    
    
    1,711
    
    
    
    4.10
    
    
    
    143,855
    
    
    
    1,074
    
    
    
    3.03Other borrowings
    
    
    23,226
    
    
    
    317
    
    
    
    5.54
    
    
    
    32,363
    
    
    
    378
    
    
    
    4.67Total interest-bearing liabilities
    
    
    192,670
    
    
    
    2,028
    
    
    
    4.27
    
    
    
    176,218
    
    
    
    1,451
    
    
    
    3.34Noninterest-bearing demand deposits
    
    
    18,046
    
    
    
    
    
    
    
    
    
    
    
    14,485Noninterest-bearing liabilities
    
    
    1,151
    
    
    
    
    
    
    
    
    
    
    
    1,025Total liabilities
    
    
    211,867
    
    
    
    
    
    
    
    
    
    
    
    191,728Shareholders equity
    
    
    20,025
    
    
    
    
    
    
    
    
    
    
    
    18,111Total liabilities and shareholders equity
    
    
    231,892
    
    
    
    
    
    
    
    
    
    
    $
    209,839Net interest income; interest-rate spread (3)
    
    
    
    
    
    
    1,648
    
    
    
    2.68
    %
    
    
    
    
    
    $
    1,699
    
    
    
    3.06
    %Net earning assets
    
    
    21,727
    
    
    
    
    
    
    
    
    
    
    $
    23,296Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.12
    %
    
    
    
    
    
    
    
    
    
    
    3.46
    %Average interest-earning assets to
interest-bearing liabilities
    
    
    1.11x
    
    
    
    
    
    
    
    
    
    
    
    1.13x
 
 (1)
    
    Presented on a taxable-equivalent basis(2)
    
    Net of net deferred loan fees and costs and loans in process. Non-accrual loans are reported in non-interest earning assets in this table(3)
    
    Interest rate spread represents the difference between the yield on interest earning assets and the cost of interest bearing liabilities.(4)
    
    Net interest margin represents net interest income, annualized, divided by average interest-earning assets. Interest income
 Interest expense
 Provision for loan losses
 Noninterest income
 15.




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##### Table of Contents



Noninterest expense
    STRATEGIC DEVELOPMENTS
  
    
    Our first priority was the transformation of our balance sheet through low cost deposit growth.
    
    Secondly, grow our top line revenue at a faster pace
    
    Lastly, continue to grow our balance sheet profitably while maintaining our credit quality profile.
  
    
    Transformation of our balance sheet. Measurement: reach the middle third of peer
performance on interest expense (33rd percentile or better)
    
    Grow top line revenue. Measurement: Achieve peer average performance on top line
revenue (45th to 55th percentile)
    
    Improve credit quality results. Measurement: maintain or improve our percentile
ranking on loan losses, reach into the middle third (33rd percentile or better) for
non-accrual to total loans.
  16.




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CONTRACTUAL OBLIGATIONS, COMMITMENTS, CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS
   LIQUIDITY
   17.




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##### Table of Contents



CAPITAL RESOURCES
 
   To Be Well-Capitalized UnderFor Capital
    
    Prompt CorrectiveActual
    
    Adequacy Purposes
    
    Action ProvisionsAmount
    
    Ratio
    
    Amount
    
    Ratio
    
    Amount
    
    RatioTotal capital to risk-weighted assets
    
    
    22,176
    
    
    
    12.9
    %
    
    
    13,718
    
    
    
    8.0
    %
    
    
    17,148
    
    
    
    10.0
    %Tier 1 capital to risk-weighted
assets
    
    
    20,419
    
    
    
    11.9
    %
    
    
    6,859
    
    
    
    4.0
    %
    
    
    10,289
    
    
    
    6.0
    %Tier 1 capital to average assets
    
    
    20,419
    
    
    
    8.9
    %
    
    
    11,526
    
    
    
    5.0
    %
    
    
    11,526
    
    
    
    5.0
    %
  
 Item 3. Controls and Procedures
  18.




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##### Table of Contents



19.




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  20.




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##### Table of Contents



Item 6. Exhibits.
  Number
    
    Note
    
    Description of Document3.1
    
    
    (1
    )
    
    Second Amended and Restated Articles of Incorporation of Ohio Legacy Corp3.2
    
    
    (2
    )
    
    Code of Regulations of Ohio Legacy Corp, as amended by Amendment No. 14.1
    
    
    (3
    )
    
    See Pages 1 through 9 of Exhibit 3.1 for provisions defining the rights of the holders of
common shares4.2
    
    
    (3
    )
    
    Form of Organizer Stock Purchase Warrant4.4
    
    
    (2
    )
    
    2004 Amendment to Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan of Ohio
Legacy Corp10.1
    
    
    (3
    )
    
    Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan10.2
    
    
    (4
    )
    
    2002 Amendment to Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan of Ohio
Legacy Corp10.4
    
    
    (3
    )
    
    Employment Agreement with Mr. Pettit10.5
    
    
    (3
    )
    
    Lease Agreement dated August 24, 1999, by and among Jack K. and Heidi M. Gant and Ohio Legacy
Corp10.6
    
    
    (3
    )
    
    Lease Agreement dated November 30, 1999, by and between Schoeppner Properties and Ohio Legacy
Corp10.7
    
    
    (5
    )
    
    Employment Agreement with Mr. Boss10.8
    
    
    (5
    )
    
    Lease Agreement dated October 2001 by and between Shee-Brees, L.L.C. and Ohio Legacy Corp10.10
    
    
    (6
    )
    
    Assignment and assumption of lease by and among Unizan Bank, Ohio Legacy Bank and Chesterland
Productions, P.L.L. dated August 27, 200410.11
    
    
    (7
    )
    
    Employment Agreement with Mr. Kramer11
    
    
    
    
    
    Statement Regarding Computation of Per Share Earnings (incorporated by reference to
Note 3 on page 9 of the this Form 10-QSB)31.1
    
    
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and
acting Chief Financial Officer32.1
    
    
    
    
    
    Certification Pursuant To 18 U.S.C. Section 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 (1)
    
    - Incorporated by reference to Registrants Form 10-QSB for the fiscal quarter ended June 30, 2003, filed on August 14, 2003(2)
    
    - Incorporated by reference to Registrants Form 10-KSB for the fiscal year ended December 31, 2003, filed on March 17, 2004(3)
    
    - Incorporated by reference to Registrants Form SB-2, File No. 333-38328, effective June 1, 2000(4)
    
    - Incorporated by reference to Registrants Form S-8, File No. 333-88842, effective May 22, 2002(5)
    
    - Incorporated by reference to Registrants Form 10-KSB for the fiscal year ended December 31, 2001, filed on April 1, 2002(6)
    
    - Incorporated by reference to Registrants Form 10-KSB for the fiscal year ended December 31, 2004, filed on March 22, 2005(7)
    
    - Incorporated by reference to Registrants Form 8-K filed on May 6, 2005 21.




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##### Table of Contents



SIGNATURES
  OHIO LEGACY CORP(Registrant)Date: May 15, 2007
    
    By: /s/ D. Michael KramerD. Michael Kramer, President,President, Chief Executive Officer and actingChief Financial Officer
 22.