<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(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 EXCHANGE ACT

        For the transition period from __________ to __________

                        Commission file number: 000-31673
                                                ---------


                                OHIO LEGACY CORP
                                ----------------
        (Exact name of small business issuer as specified in its charter)

             Ohio                                     34-1903890
             ----                                     ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                  305 West Liberty Street, Wooster, Ohio 44691
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (330) 263-1955
                                 --------------
                           (Issuer's telephone number)


As of August 10, 2001, the latest practicable date, 965,000 shares of the
issuer's common shares, no par value, were issued and outstanding.


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



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

                                                                              1.
<PAGE>   2


                                OHIO LEGACY CORP
                                   FORM 10-QSB
                           QUARTER ENDED JUNE 30, 2001

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

                                Table of Contents

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION


ITEM 1 - Financial Statements                                                           Page
                                                                                        ----

<S>                                                                                    <C>
Consolidated Balance Sheets.............................................................    3

Consolidated Statements of Operations...................................................    4

Consolidated Statements of Comprehensive Income (Loss)..................................    5

Condensed Consolidated Statements of Changes in
    Shareholders' Equity................................................................    6

Condensed Consolidated Statements of Cash Flows.........................................    7

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


ITEM 2 - Management's Discussion and Analysis of Financial Condition
             and Results of Operations..................................................   13


PART II - OTHER INFORMATION.............................................................   18


SIGNATURES .............................................................................   20
</TABLE>

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

                                                                              2.
<PAGE>   3


                                OHIO LEGACY CORP
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

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

Item 1.  Financial Statements

<TABLE>
<CAPTION>
                                                                   June 30,      December 31,
                                                                     2001            2000
                                                                     ----            ----

<S>                                                            <C>               <C>
ASSETS
Cash and due from banks                                        $    1,423,015    $   1,149,087
Federal funds sold                                                 12,204,000        6,238,000
                                                               --------------    -------------
    Cash and cash equivalents                                      13,627,015        7,387,087
Securities available for sale                                       4,513,128        1,045,415
Loans, net                                                         23,872,161        4,428,479
Federal Reserve Bank stock                                            240,100          273,000
Premises and equipment, net                                         1,481,210          564,313
Accrued interest receivable and other assets                          366,923          240,273
                                                               --------------    -------------

        Total assets                                           $   44,100,537    $  13,938,567
                                                               ==============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
    Non-interest bearing                                       $    1,849,436    $   1,039,365
    Interest bearing demand                                         7,845,153        1,563,139
    Savings                                                         1,114,392           88,534
    Certificates of deposit                                        24,819,816        2,878,973
                                                               --------------    -------------
        Total deposits                                             35,628,796        5,570,011
Capital lease obligation                                              542,321               --
Accrued interest payable and other liabilities                        555,050          368,829
                                                               --------------    -------------
        Total liabilities                                          36,726,167        5,938,840

SHAREHOLDERS' EQUITY
Preferred stock, no par value, 500,000 shares authorized,
  none outstanding                                                         --               --
Common stock, no par value, 2,500,000 shares authorized,
  965,000 shares issued and outstanding at June 30, 2001
  and December 31, 2000                                             8,983,710        8,983,710
Accumulated deficit                                                (1,620,860)        (992,831)
Accumulated other comprehensive income                                 11,520            8,848
                                                               --------------    -------------
        Total shareholders' equity                                  7,374,370        7,999,727
                                                               --------------    -------------

           Total liabilities and shareholders' equity          $   44,100,537    $  13,938,567
                                                               ==============    =============
</TABLE>


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

               See notes to the consolidated financial statements.

                                                                              3.

<PAGE>   4


                                OHIO LEGACY CORP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                 Three Months Ended        Six Months Ended
                                                      June 30,                 June 30,
                                                      --------                 --------
                                                  2001        2000         2001         2000
                                                  ----        ----         ----         ----

<S>                                           <C>          <C>          <C>         <C>
Interest income
    Loans                                     $  379,683   $       --   $ 564,513   $       --
    Investment securities                         16,645           --      38,038           --
    Interest-bearing deposits
      and federal funds sold                     133,693           --     245,761           --
                                              ----------   ----------   ---------   ----------
        Total interest income                    530,021           --     848,312           --

Interest expense
    Deposits                                     326,637           --     460,191           --
    Other borrowings                               7,300        7,008       7,300       10,657
                                              ----------   ----------   ---------   ----------
        Total interest expense                   333,937        7,008     467,491       10,657
                                              ----------   ----------   ---------   ----------

Net interest income                              196,084       (7,008)    380,821      (10,657)

Provision for loan losses                         65,550           --     110,098           --
                                              ----------   ----------   ---------   ----------

Net interest income after
  provision for loan losses                      130,534       (7,008)    270,723      (10,657)

Noninterest income
    Service charges and other fees                15,454           --      22,604           --
    Other income                                   3,992           --       4,805           --
                                              ----------   ----------   ---------   ----------
        Total other income                        19,446           --      27,409           --

Noninterest expense
    Salaries and benefits                        216,510      160,541     439,228      308,670
    Occupancy and equipment                       75,832       10,105     140,614       24,250
    Professional fees                             25,756       15,169      53,269       81,806
    State franchise taxes                         27,577           --      55,477           --
    Data processing                               37,500           --      72,503           --
    Stationery and supplies                       16,657           --      31,325           --
    Marketing and advertising                     17,684           --      46,138           --
    Other expenses                                42,036       10,631      87,607       22,207
                                              ----------   ----------   ---------   ----------
        Total noninterest expense                459,552      196,446     926,161      436,933
                                              ----------   ----------   ---------   ----------

Net loss                                      $ (309,572)  $ (203,454)  $(628,029)  $ (447,590)
                                              ==========   ==========   =========   ==========

Basic earnings (loss) per share               $    (0.32)  $   (15.06)  $   (0.65)  $   (33.15)
                                              ==========   ==========   =========   ==========
Diluted earnings (loss) per share             $    (0.32)  $   (15.06)  $   (0.65)  $   (33.15)
                                              ==========   ==========   =========   ==========
</TABLE>

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

               See notes to the consolidated financial statements.

                                                                              4.

<PAGE>   5


                                OHIO LEGACY CORP
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                           Three Months Ended        Six Months Ended
                                                                June 30,                 June 30,
                                                                --------                 --------
                                                            2001         2000         2001         2000
                                                            ----         ----         ----         ----

<S>                                                     <C>           <C>          <C>          <C>
Net Loss                                                $  (309,572)  $ (203,454)  $ (628,029)  $ (447,590)

Other comprehensive income (loss)
    Unrealized gain/(loss) on available for sale
      securities arising during the period                  10,766            --       2,672            --
    Reclassification adjustment for amounts
      realized on securities sales included in
      net income                                                --            --          --            --
                                                        ----------    ----------   ---------    ----------

Comprehensive income (loss)                             $ (298,806)   $ (203,454)  $(625,357)   $ (447,590)
                                                        ==========    ==========   =========-   ==========
</TABLE>









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

               See notes to the consolidated financial statements.

                                                                              5.



<PAGE>   6


                                OHIO LEGACY CORP
                  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                 Three Months Ended        Six Months Ended
                                                      June 30,                 June 30,
                                                      --------                 --------
                                                  2001        2000         2001         2000
                                                  ----        ----         ----         ----

<S>                                           <C>          <C>          <C>         <C>
Balance at beginning of period                $7,673,176   $ (227,780)  $7,999,727  $   16,356

Net loss                                        (309,572)    (203,454)    (628,029)   (447,590)

Change in unrealized gain/(loss) on
  securities available for sale                   10,766           --        2,672          --
                                              ----------   ----------   ----------  ----------

Balance at end of period                      $7,374,370   $ (431,234)  $7,374,370  $ (431,234)
                                              ==========   ==========   ==========  ==========
</TABLE>

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

               See notes to the consolidated financial statements.

                                                                              6.


<PAGE>   7


                                OHIO LEGACY CORP
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                                         Six Months Ended
                                                                             June 30,
                                                                        2001           2000
                                                                        ----           ----

<S>                                                               <C>             <C>
Net cash flows from operating activities
    Net loss                                                      $    (628,029)  $   (447,590)
    Adjustments to reconcile net loss to net cash from
    operating activities
        Depreciation                                                     44,535             --
        Securities amortization and accretion                           (13,429)            --
        Provision for loan loss                                         110,098             --
        Net change in:
           Accrued interest receivable and other assets                (126,650)         6,745
           Accrued expenses and other liabilities                       186,221        209,579
           Deferred loan fees                                            39,197             --
                                                                  -------------   ------------
        Net cash from operating activities                             (388,057)      (231,266)

Cash flows from investing activities
    Securities available for sale:
        Purchases                                                    (4,501,612)            --
        Maturities/Calls                                              1,050,000             --
    Sale of Federal Reserve Bank stock                                   32,900             --
    Net change in loans                                             (19,592,977)            --
    Purchases of premises and equipment                                (411,432)      (181,643)
                                                                  -------------   ------------
        Net cash from investing activities                          (23,423,121)      (181,643)

Cash flows from financing activities
    Net change in deposits                                           30,058,785             --
    Repayment of capital lease obligation                                (7,679)            --
    Proceeds from notes payable to stockholders                              --        305,000
                                                                  -------------   ------------
        Net cash from financing activities                           30,051,106        305,000
                                                                  -------------   ------------


Increase in cash and cash equivalents                                 6,239,928       (107,909)
Cash and cash equivalents at beginning of period                      7,387,087        116,757
                                                                  -------------   ------------

Cash and cash equivalents at end of period                        $  13,627,015   $      8,848
                                                                  =============   ============

Supplemental disclosures of cash flow information
    Cash paid during the year for
        Interest                                                  $     254,485   $         --
        Taxes                                                                --             --

    Noncash transaction
        Obligation under capital lease                                  550,000             --
</TABLE>

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

               See notes to the consolidated financial statements.

                                                                              7.


<PAGE>   8


                                OHIO LEGACY CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements include the accounts of the
Ohio Legacy Corp ("OLC") and its wholly owned subsidiary, Ohio Legacy Bank (the
"Bank"), together referred to as "the Corporation". All significant intercompany
accounts and transactions have been eliminated in consolidation.

These interim consolidated financial statements are prepared without audit and
reflect all adjustments which, in the opinion of management, are necessary to
present fairly the financial position of the Corporation 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 consolidated
financial statements have been prepared in accordance with the instructions of
Form 10-QSB and, therefore, do not purport to contain all necessary financial
disclosures required by generally accepted accounting principles that might
otherwise be necessary in the circumstances, and should be read in conjunction
with financial statements, and notes thereto, of the Corporation for the year
ended December 31, 2000, included in its 2000 annual report. Reference is made
to the accounting policies of the Corporation described in the notes to the
consolidated financial statements contained in the Corporation's 2000 annual
report. The Corporation has consistently followed these policies in preparing
this Form 10-QSB.

The Corporation provides financial services through its full service offices in
Wooster and Canton, Ohio and its loan origination office in Millersburg, Ohio.
Its primary deposit products are checking, savings, and term certificate
accounts, and its primary lending products are residential mortgage, commercial,
and installment loans. Substantially all loans are secured by specific items of
collateral including business assets, consumer assets and real estate.
Commercial loans are expected to be repaid from cash flow from operations of
businesses. Real estate loans are secured by both residential and commercial
real estate. Other financial instruments which potentially represent
concentrations of credit risk include deposit accounts in other financial
institutions and federal funds sold. The Bank commenced operations on October 3,
2000.

To prepare financial statements in conformity with generally accepted accounting
principles, management makes estimates and assumptions based on available
information. These estimates and assumptions affect amounts reported in the
financial statements and disclosures provided, and future results could differ.
The allowance for loan losses, fair value of financial instruments and status of
contingencies are particularly subject to change.

Income tax expense is the total of the current year income tax due or refundable
and the change in deferred tax assets and liabilities. Deferred tax assets and
liabilities are the expected future tax amounts for the temporary differences
between carrying amounts and tax bases of assets and liabilities, computed using
enacted tax rates. A valuation allowance has been recorded to offset the net
deferred tax assets as the Company has not yet paid any income taxes which would
be refundable if these timing differences reversed and there is no assurance of
future taxable income.

Earnings (loss) per share computations are based on the weighted average number
of shares of common stock outstanding during the year. The weighted average
number of shares outstanding for both basic and diluted earnings (loss) per
share was 965,000 for the three and six months ended June 30, 2001 and 13,500
for the three and six months ended June 30, 2000. Stock warrants for 340,300
shares of common stock were not considered in computing diluted earnings (loss)
per share for the three and six months ended June 30, 2001 because they were not
dilutive. No warrants were outstanding during the three or six months ended June
30, 2000.
--------------------------------------------------------------------------------

                                  (Continued)

                                                                              8.
<PAGE>   9


                                OHIO LEGACY CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Statement of Financial Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" requires companies to record derivatives on
the balance sheet as assets or liabilities, measured at fair value. Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. The key criterion for hedge accounting is that the hedging
relationship must be highly effective in achieving offsetting changes in fair
value or cash flows. SFAS No. 133 does not allow hedging of a security which is
classified as held to maturity. Upon adoption of SFAS No. 133, companies may
reclassify any security from held to maturity to available for sale if they wish
to be able to hedge the security in the future. SFAS No. 133, as delayed by SFAS
No. 137 and amended by SFAS No. 138, is effective for fiscal years beginning
after June 15, 2000, with early adoption encouraged for any fiscal quarter
beginning July 1, 1998 or later, with no retroactive application. The adoption
of SFAS No. 133 on January 1, 2001 had no significant impact on the
Corporation's financial statements.

In September 2000, the Financial Accounting Standards Board issued SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities." SFAS 140 replaces SFAS 125 and resolves various implementation
issues while carrying forward most of the provisions of SFAS 125 without change.
SFAS 140 revises standards for transfers of financial assets by clarifying
criteria and expanding guidance for determining whether the transferor has
relinquished control and the transfer is therefore accounted for as a sale. SFAS
140 also adopts new accounting requirements for pledged collateral and requires
new disclosures about securitizations and pledged collateral. SFAS 140 is
effective for transfers occurring after March 31, 2001 and for disclosures
relating to securitization transactions and collateral for fiscal years ending
after December 15, 2000. The adoption of this standard has not had a material
effect on the Corporation's financial statements.

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 have an impact on the
Corporation'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 Corporation is required to adopt this
Statement on January 1, 2002 and early adoption is not permitted. The adoption
of this Statement will not have an impact on the Corporation's financial
statements, as it has no intangible assets.

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

                                  (Continued)

                                                                              9.
<PAGE>   10


                                OHIO LEGACY CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 2 - ORGANIZATION

OLC was incorporated under the laws of the State of Ohio in July 1999. During
1999 and a significant portion of 2000, OLC's activities were limited to the
organization of the Bank, as well as preparation for and completion of a common
stock offering (the "Offering"). In October 2000, OLC sold 951,500 shares of
common stock at a price of $10 per share resulting in proceeds of $8,848,710,
net of offering costs of $666,290. A substantial portion of the proceeds of the
Offering were used by OLC to provide the initial capitalization of the Bank
which occurred in October 2000. OLC was a development stage company until
October 3, 2000, at which time the Bank began operations.


NOTE 3 - SECURITIES

Securities available for sale at June 30, 2001 and December 31, 2000 were as
follows.

<TABLE>
<CAPTION>
                                                            Gross        Gross
                                            Amortized    Unrealized   Unrealized       Fair
                                              Cost          Gains       Losses         Value
                                              ----          -----       ------         -----

<S>                                        <C>          <C>           <C>          <C>
June 30, 2001
-------------
   U.S. Government and federal agency      $ 4,501,608  $    13,495   $    (1,975) $ 4,513,128
                                           ===========  ===========   ===========  ===========

December 31, 2000
-----------------
   U.S. Government and federal agency      $ 1,036,567  $     8,848   $        --  $ 1,045,415
                                           ===========  ===========   ===========  ===========

</TABLE>

Contractual maturities of debt securities at June 30, 2001 were as follows.

<TABLE>
<CAPTION>
                                                          Amortized      Fair
                                                            Cost         Value
                                                            ----         -----

<S>                                                     <C>           <C>
   Due from one to five years                           $ 4,501,608   $ 4,513,128

</TABLE>

No securities were sold during the three or six months ended June 30, 2001 or
2000.


NOTE 4 - LOANS

Loans at June 30, 2001 and December 31, 2000 were as follows.

<TABLE>
<CAPTION>
                                                                    June 30,       December 31,
                                                                      2001             2000
                                                                      ----             ----

<S>                                                              <C>             <C>
    Commercial                                                   $   5,486,692   $   1,442,794
    Mortgage loans on real estate:
        1-4 and multifamily residential                              8,057,020       1,209,266
        Nonresidential commercial                                    7,002,756         887,330
        Construction                                                 1,432,933         550,000
    Consumer                                                         2,155,814         375,037
                                                                 -------------   -------------
                                                                    24,135,215       4,464,427
    Less:  Allowance for loan losses                                  (146,223)        (36,125)
           Net deferred loan fees                                      (41,772)         (2,575)
           Loans in process                                            (75,059)          2,752
                                                                 -------------   -------------

    Loans, net                                                   $  23,872,161   $   4,428,479
                                                                 =============   =============
</TABLE>

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

                                  (Continued)

                                                                             10.
<PAGE>   11


                                OHIO LEGACY CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 4 - LOANS (Continued)

Activity in the allowance for loan losses was as follows.

<TABLE>
<CAPTION>
                                                 Three Months Ended        Six Months Ended
                                                      June 30,                 June 30,
                                                      --------                 --------
                                                  2001        2000         2001         2000
                                                  ----        ----         ----         ----

<S>                                           <C>          <C>          <C>         <C>
    Beginning balance                         $   80,673   $       --   $  36,125   $       --
    Provision for loan losses                     65,550           --     110,098           --
    Loans charged-off                                 --           --          --           --
    Recoveries                                        --           --          --           --
                                              ----------   ----------   ---------   ----------

    Ending balance                            $  146,223   $       --   $ 146,223   $       --
                                              ==========   ==========   =========   ==========
</TABLE>

At June 30, 2001 and December 31, 2000 and for the three and six months ended
June 30, 2001 and 2000, the Corporation had no loans which were impaired or on
nonaccrual status.


NOTE  5 -  STOCK-BASED COMPENSATION

The Corporation's Board of Directors has adopted an Omnibus Stock Option, Stock
Ownership and Long-Term Incentive Plan. A total of 100,000 common shares are
available for grants under the plan. The number of shares may be adjusted by the
Board in the event of an increase or decrease in the number of common shares
outstanding resulting from dividend payments, stock splits, recapitalization,
merger, share exchange acquisition, combination or reclassification.

The following types of awards may be granted under the plan to eligible persons:
nonqualified stock options, incentive stock options and restricted stock. Under
the plan, each nonemployee Director will be initially granted 2,500 nonqualified
options at the time or soon after that person first becomes a Director. The
initial option grant will vest annually in equal amounts over a three-year term.
In addition, each nonemployee Director will receive an annual grant of 1,000
nonqualified options during his tenure on the Board, which will vest
immediately. The exercise price of an option shall not be less than the fair
market value of the underlying common stock on the date of the grant. In the
event of a change in control of the Corporation, outstanding options may become
immediately exercisable in full at the discretion of the compensation committee.
Otherwise, all outstanding options will terminate unless the successor
corporation agrees to assume or replace such options with an equivalent
entitlement. No options had been granted as of June 30, 2001.

The Corporation granted 147,300 warrants to the Board of Directors and
organizers of the Corporation at the time of closing of the stock offering. The
warrants vest in approximately equal percentages each year over a three-year
period from the date of grant. Each warrant entitles the holder to purchase a
share of common stock at the price of $10.00 per share and will expire ten years
from the date of issuance. No warrants were exercisable at June 30, 2001.

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

                                  (Continued)

                                                                             11.
<PAGE>   12


                                OHIO LEGACY CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 6 - STOCK WARRANTS

As part of the Offering, the Corporation issued to shareholders one stock
warrant for every five shares of stock purchased resulting in the issuance of
193,000 warrants. The warrants carry no voting rights and may be exercised at
any time within the seven years following their issuance. Each warrant entitles
the holder to purchase one common share at a purchase price of $10.00 at any
time during the life of the warrant. The warrants may be called by the
Corporation at any time after the first year of issuance at $0.10 per warrant.
If called, each holder of a warrant must exercise the warrant within 30 days or
the warrant will expire with no payment being made to the warrant holder. The
warrants are only transferable with the underlying common shares in increments
of one warrant for every five shares transferred.


NOTE 7 - COMMITMENTS AND CONTINGENCIES

Some financial instruments, such as loan commitments, credit lines, letters of
credit, and overdraft protection, are issued to meet customer financing needs.
These are agreements to provide credit or to support the credit of others, as
long as conditions established in the contract are met, and usually have
expiration dates. Commitments may expire without being used. Off-balance-sheet
risk to credit loss exists up to the face amount of these instruments, although
material losses are not anticipated. The same credit policies are used to make
such commitments as are used for loans, including obtaining collateral at
exercise of the commitment.

The contractual amount of financial instruments with off-balance-sheet risk was
as follows at June 30, 2001 and December 31, 2000. To comply with the Bank's
legal lending limit, portions of the loans committed below may be sold to other
financial institutions.

<TABLE>
<CAPTION>
                                                      June 30,    December 31,
                                                        2001          2000
                                                        ----          ----

<S>                                                 <C>            <C>
    Commitments to make loans
        Variable rate                               $13,755,000    $ 3,892,000
        Fixed rate                                    8,634,000      2,709,000
    Unused lines of credit                            3,485,000      1,293,000
</TABLE>

Commitments to make loans are generally made for periods of 30 days or less. The
fixed rate loan commitments have interest rates ranging from 6.88% to 8.75% at
June 30, 2001 and 7.50% to 10.75% at December 31, 2000.

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

                                                                             12.

<PAGE>   13


                                OHIO LEGACY CORP
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations


INTRODUCTION

In the following pages, management presents an analysis of the consolidated
financial condition of the Corporation at June 30, 2001 compared to December 31,
2000, and the consolidated results of operations for the three and six months
ended June 30, 2001 compared to the three and six months ended June 30, 2000.
This discussion is designed to provide shareholders with a more comprehensive
review of the operating results and financial position than could be obtained
from an examination of the financial statements alone. This analysis should be
read in conjunction with the financial statements and related footnotes included
elsewhere in this report.

OLC was incorporated under the laws of the State of Ohio in July 1999. During
1999 and the first nine months of 2000, OLC's activities were limited to the
organization of the Bank and preparation for and completion of the offering. The
Company sold 951,500 shares of common stock at a price of $10.00 per share in
the offering resulting in proceeds of $8,848,710, net of offering costs of
$666,290. Most of the proceeds of the Offering were used by OLC to provide the
initial capitalization of the Bank, which occurred on October 3, 2000. At this
time, the Bank began operations. Management believes that the Corporation's
financial condition and results of operations are as expected for a newly formed
financial institution.

The Bank's operating principle focuses on superior customer service through
knowledgeable employees and efficient operating systems and technology.
Customers will each have one employee assigned to them to serve all of their
needs, while at the same time having access to any senior manager when
necessary. Policies and procedures are tailored to the local markets rather than
larger regional or state areas. The directorship and management plan to focus on
the small businesses within the area, residential real estate mortgages and a
growing consumer market. They will rely on themselves, shareholders and
employees for business development.

The Bank offers competitive products in its markets and believes it will have
the cash requirements for funding loans. The Bank does not plan to pay the
highest rates on deposits, but feels it can compete through exceptional customer
service. At the same time, the Bank does not expect to charge the lowest rates
and fees on its loans. The Bank will work with customers to design products and
services that will meet their individual needs.


FORWARD-LOOKING STATEMENTS

Certain statements contained in this discussion that are not historical facts
are forward looking statements that are subject to certain risks and
uncertainties. When used herein, the terms "anticipates," "plans," "expects,"
"believes," and similar expressions as they relate to the Corporation or its
management are intended to identify such forward looking statements. The
Corporation'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.

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

                                                                             13.

<PAGE>   14


                                OHIO LEGACY CORP
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

FINANCIAL CONDITION

At June 30, 2001, total assets were $44,100,537, compared to assets of
$13,938,567 at December 31, 2000. The difference of $30,161,970 represents a
216% growth in assets over December 2000 levels. This increase was funded by
growth in deposits, which amounted to $30,058,785 during the six months ended
June 30, 2001. At June 30, 2001, total loans receivable was $24,135,215,
compared to loans receivable of $4,464,427 at December 31, 2000. The mix of
total loans receivable at June 30, 2001, was $5,486,692, or 22.8%, in commercial
loans, $16,492,709, or 68.3%, in mortgage loans on real estate, and $2,155,814,
or 8.9%, in consumer loans to individuals compared to $1,442,794, or 32.3%, in
commercial loans, $2,646,596, or 59.3%, in mortgage loans on real estate, and
$375,037, or 8.4%, in consumer loans to individuals at December 31, 2000. Cash
and cash equivalents amounted to $13,627,015 at June 30, 2001, compared to
$7,387,087 at December 31, 2000. Management is maintaining high levels of cash
and cash equivalents to fund loan commitments currently pending.

Premises and equipment, net, increased $916,897 from $564,313 at December 31,
2000 to $1,481,210 at June 30, 2001. The increase was due to the Wooster office
moving into its permanent facility located at 305 West Liberty Street in May
2001. The lease on the permanent facility has been recorded as a capital lease.

Total deposits at June 30, 2001, amounted to $35,628,796, compared to deposits
of $5,570,011 at December 31, 2000. The difference of $30,058,785 represents a
540% growth in deposits over December 2000 levels. These funds were invested
primarily in securities and loans receivable, as well as cash and cash
equivalents and fixed and other assets. The increase reflects the growth during
the initial months of Bank operations. Management anticipates the Bank will
experience further growth in all deposit accounts during 2001 as the Corporation
continues to attract new customers.


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

The net loss for the three months ended June 30, 2001 increased to $309,572,
from $203,454 for the same period in 2000. The increased loss was primarily a
result of expenses associated with operating the Bank in 2001, whereas the
second quarter of 2000 was devoted to development stage activities. The
Corporation began development stage activities in July 1999, and the net loss
for the three months ended June 30, 2000, represents ongoing activities of the
development stage operations, primarily salaries for the Corporation's
employees, occupancy costs related to the pre-opening leased space and other
expenses incurred in the development stage. The Corporation was a development
stage company until October 3, 2000, at which time the Bank began operations.

In order to provide a more meaningful analysis of the results of operations for
the three months ended June 30, 2001, the following discussion provides a
comparison between the results of operations for the three months ended June 30,
2001 and the three months ended March 31, 2001, during which time the Bank was
operating.

Consolidated net loss for the Corporation for the three months ended June 30,
2001 was $309,572, compared to a net loss of $318,457 for the three months ended
March 31, 2001. Basic and diluted loss per common share for the three months
ended June 30, 2001 was $0.32 per common share compared to $0.33 for the three
months ended March 31, 2001. No dividends were paid during the three months
ended June 30, 2001 or for the three months ended March 31, 2001.


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

                                                                             14.

<PAGE>   15

                                OHIO LEGACY CORP
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Net interest income for the three months ended June 30, 2001 was $196,084,
compared with $184,737 for the three months ended March 31, 2001. This increase
was due primarily to growth in the Bank's net loans and federal funds sold, both
funded by deposit growth. The average yield on interest-earning assets for the
three months ended June 30, 2001 was 6.63%, which included an average rate of
4.30% on federal funds sold and other short-term investments, 6.81% on
securities and 8.14% on loans receivable. The average rate paid on
interest-bearing liabilities was 5.32%. The net interest margin was 2.45% for
the three months ended June 30, 2001 compared to 4.40% for the three months
ended March 31, 2001. The decrease in the net interest margin resulted from
continued decreases in interest rates during the second quarter of 2001, as well
as the fact that a higher percentage of interest-earning assets were funded by
equity in first quarter of 2001 compared to the second quarter. Management
anticipates that the net interest margin during the remainder of 2001 will
improve as the Bank invests a higher percentage of its earning assets in higher
yielding loans and less in lower yielding federal funds.

The provision for loan losses charged to operations was based on management's
evaluation of portfolio risk and economic factors. The provision for loan losses
was $65,550 for the three months ended June 30, 2001 as compared to $44,548 for
the three months ended March 31, 2001. The allowance for loan losses totaled
$146,223 at June 30, 2001 and $36,125 at December 31, 2000. No loans were
charged-off during the six months ended June 30, 2001 or during 2000. At June
30, 2001 and December 31, 2000, none of the allowance for loan losses was
allocated to impaired loan balances, as there were no loans considered impaired.
At June 30, 2001 and December 31, 2000, the allowance was 0.61% and 0.81% of
total loans, respectively.

Management allocated approximately 26.84% of the allowance to commercial loans,
66.39% to mortgage loans on real estate, and 6.77% to consumer loans to
individuals at June 30, 2001, leaving no unallocated amount. There were no
nonperforming loans at June 30, 2001 or December 31, 2000. Management believes
the allowance for loan losses at June 30, 2001 is adequate to absorb probable
losses in the loan portfolio.

Total noninterest income was $19,446 for the three months ended June 30, 2001 as
compared to $7,963 for the three months ending March 31, 2001. Noninterest
income resulted primarily from service charges on deposit accounts.

Total noninterest expense remained stable for the three months ended June 30,
2001 as compared to the three months ending March 31, 2001. Salaries and
employee benefits decreased $6,208 to $216,510 in the second quarter of 2001,
from $222,718 in the first quarter of 2001. Occupancy and equipment costs
increased to $75,832 in the second quarter of 2001, which represents an $11,050
increase over the first quarter of 2001. This increase was due to the Wooster
office moving into its permanent facility located at 305 West Liberty Street in
late May 2001. All the remaining noninterest expense categories decreased a
combined total of $11,899. Management anticipates total noninterest expense will
increase during the remainder of 2001 due to both the costs associated with the
moving of the Wooster office taking full effect during the 3rd quarter of the
year and due to the additional costs associated with improved customer service
facilities in other market areas.




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

                                                                             15.

<PAGE>   16

                                OHIO LEGACY CORP
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

The income tax benefit from the net operating losses in the first and second
quarters of 2001, and the years ended 2000 and 1999 has not been reflected in
the consolidated financial statements. A valuation allowance has been recorded
to offset deferred tax assets. At such time when management believes that it is
more likely than not that the income tax benefit will be used by the
Corporation, the valuation allowance will be reduced and a tax benefit will be
realized. The income tax benefit from the losses in the first and second
quarters of 2001, and the years 2000 and 1999 can be carried forward for twenty
years from the time of the loss before they expire. Accordingly, the
Corporation's net operating loss carry forward for the first and second quarters
of 2001 will expire in 2021 if they were to remain unused at that time.


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

The net loss for the six months ended June 30, 2001 increased to $628,029, from
$447,590 for the same period in 2000. The increased loss was primarily a result
of expenses associated with operating the Bank in 2001, whereas the first half
of 2000 was devoted to development stage activities. The Corporation began
development stage activities in July 1999, and the net loss for the six months
ended June 30, 2000, represents ongoing activities of the development stage
operations, primarily salaries for the Corporation's employees, occupancy costs
related to the pre-opening leased space and other expenses incurred in the
development stage. The Corporation was a development stage company until October
3, 2000, at which time the Bank began operations.


LIQUIDITY

Liquidity is the ability of the Corporation to fund customers' needs for
borrowing and deposit withdrawals. The purpose of liquidity management is to
assure sufficient cash flow to meet all of the financial commitments and to
capitalize on opportunities for business expansion. This ability depends on the
institution's financial strength, asset quality and types of deposit and
investment instruments offered by the Corporation to its customers. The
Corporation's principal sources of funds are deposits, loan and security
repayments, maturities of securities, sales of securities available for sale and
other funds provided by operations. While scheduled loan repayments and maturing
investments are relatively predictable, deposit flows and early loan and
security prepayments are more influenced by interest rates, general economic
conditions, and competition. The Corporation maintains investments in liquid
assets based upon management's assessment of (1) need for funds, (2) expected
deposit flows, (3) yields available on short-term liquid assets and (4)
objectives of the asset/liability management program.

Cash and cash equivalents increased $6,239,928, or 84.5%, to $13,627,015 at June
30, 2001 compared to $7,387,087 at December 31, 2000. Cash and equivalents
represented 30.9% of total assets at June 30, 2001 and 53.0% of total assets at
December 31, 2000. The Bank has various federal fund sources from correspondent
banks, should the Corporation need to supplement its future liquidity needs in
order to meet loan demand or to fund investment opportunities. As the Bank grows
and deposits are used to fund loans, management anticipates liquidity will
further decrease. Management believes its current liquidity level is sufficient
to meet anticipated future growth, and management monitors its liquidity
position on a regular basis.




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

                                                                             16.
<PAGE>   17

                                OHIO LEGACY CORP
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

CAPITAL RESOURCES

Total shareholders' equity was $7,374,370 at June 30, 2001, a decrease of
$625,357 from $7,999,727 at December 31, 2000. The decrease was a result of a
net loss of $628,029 in the first half of 2001, partially offset by other
comprehensive income of $2,672.

Total risk-based capital is made up of Tier 1 Capital and Tier 2 Capital. Tier 1
capital is total shareholders' equity less any intangible assets. Tier 2 capital
is Tier 1 capital plus the allowance for loan losses (includible up to a maximum
of 1.25% of risk-weighted assets).

The Bank meets all regulatory capital requirements. The ratio of total capital
to risk-weighted assets was 27.89% at June 30, 2001, while the Tier 1 risk-based
capital ratio was 27.35%. Regulatory minimums call for a total risk-based
capital ratio of 8.0%, at least half of which must be Tier 1 capital. The Bank's
leverage ratio, defined as Tier 1 capital divided by average assets, of 21.57%
at June 30, 2001 exceeded the regulatory minimum for capital adequacy purposes
of 4.0%. However, as a de novo or start-up institution, the Bank is required,
under the terms of its approval order from the Office of the Comptroller of the
Currency, to maintain a minimum ratio of its Tier 1 capital to average total
assets of at least 8% during its first three years of operations.

The payment of dividends by the Bank to OLC is subject to restrictions by its
regulatory agencies. These restrictions generally limit dividends to current and
prior two years retained earnings, as defined. In addition, dividends may not
reduce capital levels below the minimum regulatory requirements as described
below. Furthermore, as part of the Bank's approval by the regulatory agencies,
it is prohibited from paying dividends to OLC for a period of three years after
inception without prior written non-objection by the Federal Reserve Bank.
Therefore, the Bank does not expect to pay dividends to OLC before October 2003.


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

                                                                             17.

<PAGE>   18


                                OHIO LEGACY CORP
                                   FORM 10-QSB
                           Quarter ended June 30, 2001
                           PART II - OTHER INFORMATION

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


Item 1 -    Legal Proceedings:
            There are no matters required to be reported under this item.

Item 2 -    Changes in Securities:
            There are no matters required to be reported under this item.

Item 3 -    Defaults Upon Senior Securities:
            There are no matters required to be reported under this item.

Item 4 -    Submission of Matters to a Vote of Security Holders:
            On April 25, 2001, the Corporation held the Annual Meeting of
            Shareholders at which the following was voted on:

            Shareholders voted upon the election of one (1) Class I director to
            serve until the 2003 annual meeting and until his successor is
            elected and qualified, one (1) Class II director to serve until the
            2002 annual meeting and until his successor is elected and qualified
            and five (5) Class III directors to serve a three-year term until
            2004 and until their successors are elected and qualified The
            results of the voting on these matters were as follows:

<TABLE>
<CAPTION>
                     Nominee                             Votes for  Votes against
                     -------                             ---------  -------------

<S>                                                      <C>           <C>
                 William T. Baker (Class I)               636,251       0
                 Benjamin M. Mast (Class II)              636,251       0
                 D. William Allen (Class III)             636,251       0
                 Scott J. Fitzpatrick (Class III)         636,251       0
                 Randy G. Jones (Class III)               636,251       0
                 Michael D. Meenan (Class III)            636,151       0
                 Steven G. Pettit (Class III)             633,751       0
</TABLE>

            The following are directors who were not up for election at the
            meeting and whose terms of office continued after the meeting:

                 Robert F. Belden                  Gregory A. Long
                 J. Edward Diamond                 Daniel H. Plumly
                 L. Dwight Douce                   Thomas W. Schervish

            Shareholders voted upon an amendment to the Corporation's Code of
            Regulations to increase and fix the number of authorized directors
            at no fewer than seven (7) and no more than sixteen (16) members.
            The results of the voting on this matter was as follows:

<TABLE>
<S>                                  <C>
                 For                 631,251
                 Against               3,000
                 Abstain               2,000
</TABLE>

Item 5 -    Other Information:
            There are no matters required to be reported under this item.


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

                                                                             18.

<PAGE>   19


                                   FORM 10-QSB
                          Quarter ended March 31, 2001
                           PART II - OTHER INFORMATION

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


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

<TABLE>
<CAPTION>
            Exhibit
            Number                           Description of Document
            ------                           -----------------------

<S>                     <C>
              3.1          Articles of Incorporation of Ohio Legacy Corp (incorporated by reference to
                           Registrant's Form SB-2, File No. 333-38328, effective June 1, 2000)

              3.2          Code of Regulations of Ohio Legacy Corp (incorporated by reference to Registrant's
                           Form SB-2, File No. 333-38328, effective June 1, 2000)

              4.1          See Pages 1 through 9 of Exhibit 3.1 for provisions defining the rights of the
                           holders of common shares

              4.2          Form of Ohio Legacy Corp common share certificate (incorporated by reference to
                           Registrant's Form SB-2, File No. 333-38328, effective June 1, 2000)

              4.3          Form of Organizer Stock Purchase Warrant (incorporated by reference to Registrant's
                           Form SB-2, File No. 333-38328, effective June 1, 2000)

              4.4          Form of Public Stock Purchase Warrant (incorporated by reference to Registrant's
                           Form SB-2, File No. 333-38328, effective June 1, 2000)

             10.1          Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan (incorporated by
                           reference to Registrant's Form SB-2, File No. 333-38328, effective June 1, 2000)

             10.2          Employment Agreement with Mr. Douce (incorporated by reference to Registrant's Form
                           SB-2, File No. 333-38328, effective June 1, 2000)

             10.3          Employment Agreement with Mr. Pettit (incorporated by reference to Registrant's
                           Form SB-2, File No. 333-38328, effective June 1, 2000)

             10.4          Lease Agreement dated August 24, 1999 by and between Jack K. and Heidi M. Gant and
                           Ohio Legacy Corp (incorporated by reference to Registrant's Form SB-2, File No.
                           333-38328, effective June 1, 2000)

             10.5          Lease Agreement dated November 30, 1999 by and between Schoeppner Properties and
                           Ohio Legacy Corp (incorporated by reference to Registrant's Form SB-2, File No.
                           333-38328, effective June 1, 2000)

             11            Statement Regarding Computation of Per Share Earnings (reference is hereby made to
                           Consolidated Statements of Operations on page 4 and Note 1 of Notes to the
                           Consolidated Financial Statements on page 8, hereof)

             No reports on Form 8-K were filed during the last quarter of the period covered by this report.

</TABLE>




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

                                                                             19.
<PAGE>   20



                                   SIGNATURES

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


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



Date: August 13, 2001                 /s/  L. Dwight Douce
      -------------------------       -----------------------------------
                                      L. Dwight Douce, President, Chief
                                      Executive Officer and Director
                                      (acting as Principal Accounting Officer)



















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

                                                                             20.
<PAGE>   21



                                INDEX TO EXHIBITS

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

<TABLE>
<CAPTION>
         Exhibit                                                                                Sequential
         Number                          Description of Document                                   Page
         ------                          -----------------------                                   ----

<S>                   <C>                                                                       <C>
           3.1         Articles of Incorporation of Ohio Legacy Corp (incorporated by
                       reference to Registrant's Form SB-2, File No. 333-38328, effective
                       June 1, 2000)                                                                N/A

           3.2         Code of Regulations of Ohio Legacy Corp (incorporated by reference to
                       Registrant's Form SB-2, File No. 333-38328, effective June 1, 2000)
                       N/A

           4.1         See Pages 1 through 9 of Exhibit 3.1 for provisions defining the
                       rights of the holders of common shares                                       N/A

           4.2         Form of Ohio Legacy Corp common share certificate (incorporated by
                       reference to Registrant's Form SB-2, File No. 333-38328, effective
                       June 1, 2000)                                                                N/A

           4.3         Form of Organizer Stock Purchase Warrant (incorporated by reference
                       to Registrant's Form SB-2, File No. 333-38328, effective June 1, 2000)       N/A

           4.4         Form of Public Stock Purchase Warrant (incorporated by reference to
                       Registrant's Form SB-2, File No. 333-38328, effective June 1, 2000)          N/A

          10.1         Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan
                       (incorporated by reference to Registrant's Form SB-2, File No.
                       333-38328, effective June 1, 2000)                                           N/A

          10.2         Employment Agreement with Mr. Douce (incorporated by reference to
                       Registrant's Form SB-2, File No. 333-38328, effective June 1, 2000)          N/A

          10.3         Employment Agreement with Mr. Pettit (incorporated by reference to
                       Registrant's Form SB-2, File No. 333-38328, effective June 1, 2000)          N/A

          10.4         Lease Agreement dated August 24, 1999 by and between Jack K. and Heidi
                       M. Gant and Ohio Legacy Corp (incorporated by reference to
                       Registrant's Form SB-2, File No. 333-38328, effective June 1, 2000)          N/A

          10.5         Lease Agreement dated November 30, 1999 by and between Schoeppner
                       Properties and Ohio Legacy Corp (incorporated by reference to
                       Registrant's Form SB-2, File No. 333-38328, effective June 1, 2000)          N/A

          11           Statement Regarding Computation of Per Share Earnings (reference is
                       hereby made to Consolidated Statements of Operations on page 4 and
                       Note 1 of Notes to the Consolidated Financial Statements on page 8,
                       hereof)                                                                      N/A
</TABLE>


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

                                                                             21.