<PAGE>
-------------------------------------------------------------------------------

                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 March 31, 2003

[ ]    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
          -------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   34-1903890
          -------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

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

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


As of May 9, 2003, the latest practicable date, 2,115,700 shares of the issuer's
Common Stock, without par value, were issued and outstanding.

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

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

<PAGE>



                                OHIO LEGACY CORP
                                   FORM 10-QSB
                    FOR THE THREE MONTHS ENDED MARCH 31, 2003
                              FIRST QUARTER REPORT

 ------------------------------------------------------------------------------
                                                                      Page
                                                                      ----
PART I - FINANCIAL INFORMATION

     Item 1. Financial Statements....................................   3

     Item 2. Management's Discussion and Analysis....................  15

     Item 3. Controls and Procedures.................................  23


PART II - OTHER INFORMATION..........................................  24


SIGNATURES...........................................................  26


CERTIFICATIONS.......................................................  27


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

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                                OHIO LEGACY CORP
                           CONSOLIDATED BALANCE SHEETS
                   As of March 31, 2003, and December 31, 2002

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

<TABLE>
<CAPTION>
                                                                     March 31,           December 31,
                                                                       2003                  2002
                                                                   -------------         -------------
                                                                    (unaudited)
<S>                                                               <C>                   <C>
ASSETS
Cash and due from banks                                            $   6,368,203         $   5,301,451
Federal funds sold                                                     1,981,000            10,418,000
                                                                   -------------         -------------
   Cash and cash equivalents                                           8,349,203            15,719,451
Securities available for sale                                         40,562,084            38,722,169
Loans, net                                                            81,744,566            78,291,832
Federal Reserve Bank stock                                               445,350               318,900
Premises and equipment, net                                            2,146,293             2,185,108
Accrued interest receivable and other assets                           4,728,694               810,017
                                                                   -------------         -------------
       Total assets                                                $ 137,976,190         $ 136,047,477
                                                                   =============         =============

LIABILITIES
Deposits:
   Noninterest-bearing demand                                      $   5,263,799         $   4,992,413
   Interest-bearing demand                                             6,536,626             7,206,953
   Savings                                                            40,559,531            39,886,817
   Certificates of deposit                                            63,751,616            62,805,167
                                                                   -------------         -------------
     Total deposits                                                  116,111,572           114,891,350
Other borrowed funds                                                        --                 105,000
Trust preferred securities                                             3,325,000             3,325,000
Capital lease obligations                                                981,837               983,439
Accrued interest payable and other liabilities                         1,447,609             1,739,633
                                                                   -------------         -------------
     Total liabilities                                               121,866,018           121,044,422

SHAREHOLDERS' EQUITY
Preferred stock, no par value, 500,000 shares authorized,
   none outstanding                                                         --                    --
Common stock, no par value, 2,500,000 shares authorized,
   2,115,700 and 1,965,700 shares issued and outstanding at
   March 31, 2003, and December 31, 2002, respectively                17,678,955            16,546,465
Accumulated deficit                                                   (2,028,585)           (2,164,585)
Accumulated other comprehensive income                                   459,802               621,175
                                                                   -------------         -------------
     Total shareholders' equity                                       16,110,172            15,003,055
                                                                   -------------         -------------
       Total liabilities and shareholders' equity                  $ 137,976,190         $ 136,047,477
                                                                   =============         =============

</TABLE>
------------------------------------------------------------------------------
               See notes to the consolidated financial statements.


                                       3
<PAGE>



                                OHIO LEGACY CORP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2003 and 2002
 -----------------------------------------------------------------------------
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                            For the Three Months Ended
                                                                      March 31,
                                                              2003               2002
                                                           -----------        -----------
<S>                                                      <C>                 <C>
Interest income:
   Loans                                                   $ 1,427,655        $ 1,052,639
   Securities                                                  440,237            264,807
   Federal funds sold and other                                 29,847             33,040
                                                           -----------        -----------
     Total interest income                                   1,897,739          1,350,486

Interest expense:
   Deposits                                                    839,874            812,008
   Other borrowings                                            112,643             25,226
                                                           -----------        -----------
     Total interest expense                                    952,517            837,234
                                                           -----------        -----------

Net interest income                                            945,222            513,252

Provision for loan losses                                       80,000            125,956
                                                           -----------        -----------

Net interest income after provision for loan losses            865,222            387,296

Noninterest income:
   Service charges and other fees                               66,560             56,558
   Gain on sales of securities available for sale               57,849               --
   Other income                                                  2,654              1,781
                                                           -----------        -----------
     Total other income                                        127,063             58,339

Noninterest expense:
   Salaries and benefits                                       380,160            236,326
   Occupancy and equipment                                     139,174             97,678
   Professional fees                                            80,264             46,838
   Franchise tax                                                48,800             26,263
   Data processing                                              76,061             52,116
   Marketing and advertising                                    28,247             15,868
   Stationery and supplies                                      18,756             24,553
   Other expenses                                               84,823             47,770
                                                           -----------        -----------
     Total noninterest expense                                 856,285            547,412
                                                           -----------        -----------

Income before income taxes                                     136,000           (101,777)

Income tax benefit (expense)                                      --                 --
                                                           -----------        -----------

Net income (loss)                                          $   136,000        $  (101,777)
                                                           ===========        ===========

Basic earnings (loss) per share                            $      0.07        $     (0.11)
Diluted earnings (loss) per share                          $      0.07        $     (0.11)

Basic weighted average shares outstanding                    2,087,367            965,500
Diluted weighted average shares outstanding                  2,087,930            965,500
</TABLE>
------------------------------------------------------------------------------
               See notes to the consolidated financial statements.


                                       4
<PAGE>




                                OHIO LEGACY CORP
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)

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

<TABLE>
<CAPTION>
                                                                                For the Three Months Ended
                                                                                       March 31,
                                                                                 2003              2002
                                                                               ---------         ---------

<S>                                                                           <C>               <C>
Net income (loss)                                                              $ 136,000         $(101,777)

Other comprehensive income:
   Reclassification adjustment for amounts realized on securities sales
     included in net income                                                      (70,742)             --
   Net unrealized loss on available for sale securities arising
     during the period                                                           (90,631)         (242,061)
                                                                               ---------         ---------

Comprehensive loss                                                             $ (25,373)        $(348,838)
                                                                               =========         =========



</TABLE>


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



                                       5
<PAGE>


                                OHIO LEGACY CORP
                 CONDENSEDCONSOLIDATED STATEMENTS OF CHANGES IN
                    SHAREHOLDERS' EQUITY For the Three Months
                          Ended March 31, 2003 and 2002
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                                            For the Three Months Ended
                                                                                     March 31,
                                                                             2003                 2002
                                                                         ------------         ------------
<S>                                                                      <C>                  <C>
Balance, beginning of period                                             $ 15,003,055         $  6,916,350

Net income (loss)                                                             136,000             (101,777)

Change in accumulated other comprehensive income                             (161,373)            (242,061)

Proceeds from exercise of over-allotment option on 150,000 shares
   of common stock, net of offering costs of $142,510                       1,132,490                 --
                                                                         ------------         ------------

Balance, end of period                                                   $ 16,110,172         $  6,572,512
                                                                         ============         ============
</TABLE>


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


                                       6
<PAGE>



                                OHIO LEGACY CORP
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                                                      For the Three Months Ended
                                                                                               March 31,
                                                                                        2003                 2002
                                                                                    ------------         ------------
<S>                                                                                <C>                  <C>
Cash flows from operating activities:
   Net income (loss)                                                                $    136,000         $   (101,777)
   Adjustments to reconcile net income (loss) to net cash from
     operating activities:
     Depreciation                                                                         60,824               40,325
     Securities amortization and accretion                                                46,928               (7,402)
     Provision for loan losses                                                            80,000              125,956
     Gain on sales of securities available for sale                                      (57,849)                --
     Net change in:
       Accrued interest receivable and other assets                                     (254,267)            (224,028)
       Accrued interest payable and other liabilities                                     55,476               30,440
       Deferred loan fees                                                                 44,410                7,852
                                                                                    ------------         ------------
         Net cash provided (used) by operating activities                                111,522             (128,634)

Cash flows from investing activities:
   Purchases of securities available for sale                                        (16,223,503)         (11,043,754)
   Maturities, calls and paydowns of securities available for sale                     7,706,919                 --
   Proceeds from sale of securities available for sale                                 2,514,307            1,180,190
   Purchase of Federal Reserve Bank stock                                               (126,450)                --
   Net change in loans                                                                (3,577,144)         (12,874,055)
   Purchase of premises and equipment                                                    (22,009)            (181,492)
                                                                                    ------------         ------------
         Net cash used by investing activities                                        (9,727,880)         (22,919,111)

Cash flows from financing activities:
   Net change in deposits                                                              1,220,222           23,420,734
   Repayment of capital lease obligations                                                 (1,602)                (632)
   Proceeds from (Repayments of) other borrowed funds                                   (105,000)             105,000
   Proceeds from issuance of trust preferred securities, net of fees                        --              3,245,000
   Proceeds from issuance of common stock, net of offering costs                       1,132,490                 --
                                                                                    ------------         ------------
         Net cash provided by financing activities                                     2,246,110           26,770,102
                                                                                    ------------         ------------

Increase (Decrease) in cash and cash equivalents                                      (7,370,248)           3,722,357
Cash and cash equivalents at beginning of period                                      15,719,451            8,698,438
                                                                                    ------------         ------------

Cash and cash equivalents at end of period                                          $  8,349,203         $ 12,420,795
                                                                                    ============         ============

Supplemental disclosures of cash flow information:
   Cash paid during the year for:
     Interest                                                                       $    873,280         $    773,076
     Federal income taxes                                                                   --                   --

   Noncash transactions:
     Building acquired under capitalized lease obligation                           $       --           $    453,000
     Commitments to purchase securities available for sale                               675,000                 --
     Amounts receivable from sale of securities available for sale                     3,664,410                 --

</TABLE>

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

                                       7
<PAGE>



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

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation: The accompanying
consolidated financial statements include the accounts of Ohio Legacy Corp
("Ohio Legacy") and its wholly-owned subsidiaries, Ohio Legacy Bank, NA ("Bank")
and Ohio Legacy Trust I ("Trust"), together referred to as "the Company." All
significant intercompany accounts and transactions have been eliminated in
consolidation.

The Bank, which commenced operations on October 3, 2000, provides financial
services through its full-service offices in Wooster, Millersburg and Canton,
Ohio. Its primary deposit products are checking, savings and certificate of
deposit 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 residential and
commercial real estate. Other financial instruments that potentially represent
concentrations of credit risk include deposit accounts in other financial
institutions and federal funds sold.

Ohio Legacy created the Trust in March 2002 for the sole purpose of issuing
8.25% trust preferred securities, the proceeds of which were infused into the
Bank as a capital contribution.

These consolidated financial statements are prepared without audit and reflect
all adjustments that, in the opinion of management, are necessary to present
fairly the financial position of the Company at March 31, 2003, and its results
of operations and cash flows for the periods presented. All such adjustments are
normal and recurring in nature. The accounting principles used to prepare the
consolidated financial statements are in compliance with accounting principles
generally accepted in the United States of America ("GAAP"). However, the
financial statements have been prepared in accordance with the instructions of
Form 10-QSB and, therefore, do not purport to contain all necessary financial
and footnote disclosures required by GAAP.

The financial information presented in this report should be read in conjunction
with the Company's Form 10-KSB for the year ended December 31, 2002, which
includes information and disclosures not presented in this report. Reference is
made to the accounting policies of the Company described in Note 1 of the Notes
to Consolidated Financial Statements contained in the Company's 2002 Annual
Report that was filed as Exhibit 13 to the Form 10-KSB. The Company has
consistently followed those policies in preparing this Form 10-QSB.

Reclassifications: Some items in the prior year financial statements were
reclassified to conform to the current presentation.

Newly Issued Accounting Standards: New accounting standards on asset retirement
obligations, restructuring activities and exit costs, operating leases, and
early extinguishment of debt were issued in 2002. Management determined that the
new accounting standards will not have a material impact on the Company's
financial condition or results of operations.

Income Taxes: 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. As a result of cumulative operating losses, a
valuation allowance has been recorded to offset the net deferred tax assets
because the Company has not yet paid any income taxes that would be refundable
if these temporary differences reversed. The valuation allowance will be removed
when management believes it is more likely than not that the Company will be
able to realize the net deferred tax assets.


------------------------------------------------------------------------------
                                  (Continued)

                                       8
<PAGE>


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

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (Loss) Per Share: Basic earnings (loss) per share is net income (loss)
divided by the weighted average number of shares outstanding during the period.
Diluted earnings (loss) per share includes the dilutive effect of additional
potential shares that may be issued upon the exercise of stock options and stock
warrants. The following table details the calculation of basic and diluted
earnings (loss) per share:

<TABLE>
<CAPTION>
                                                  For the Three Months Ended March 31,
                                                        2003              2002
                                                     ----------        ----------
<S>                                                 <C>               <C>
BASIC:
Net income (loss)                                    $  136,000        $ (101,777)

Weighted average common shares outstanding            2,087,367           965,500
                                                     ----------        ----------

         Basic earnings (loss) per share             $     0.07        $    (0.11)
                                                     ==========        ==========

DILUTED:
Net income (loss)                                    $  136,000        $ (101,777)

Weighted average common shares outstanding            2,087,367           965,500
Dilutive effect of stock options                            563              --
                                                     ----------        ----------
   Total common shares and dilutive potential
       common shares                                  2,087,930           965,500
                                                     ----------        ----------

         Diluted earnings (loss) per share           $     0.07        $    (0.11)
                                                     ==========        ==========
</TABLE>

Some options and warrants were outstanding during 2002 but were not included in
the calculation of diluted loss per share during 2002 because the effect of
their exercise would be antidilutive. As a result, the number of
weighted-average outstanding common shares as well as the amount of net loss per
share is the same for basic and diluted net loss per share calculations for
2002. Additionally, 339,600 stock warrants and 87,000 stock options were
outstanding during 2003 but were not included in the computation of diluted
earnings per share because the average market price of the Company's common
stock during the period was less than the exercise price of the warrants and
options, rendering them antidilutive. These items will be included in the
diluted earnings per share calculation when they become dilutive.

Stock Compensation: Employee compensation expense under all stock options and
the stock warrants granted to the Company's Board of Directors is reported using
the intrinsic value method. Accordingly, no stock-based compensation expense is
reflected in net income (loss) in the accompanying statements of operations as
all options and warrants granted have an exercise price equal to the market
price of the underlying common stock at the date of grant.

The following table illustrates the effect on net income and earnings per share
if expense were measured using the fair value recognition provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation."

------------------------------------------------------------------------------
                                  (Continued)

                                       9
<PAGE>


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

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


<TABLE>
<CAPTION>
                                                                    Three months ended
                                                                         March 31,
                                                                   2003             2002
                                                                ---------         ---------
<S>                                                             <C>               <C>
BASIC:
Net income (loss) as reported                                   $ 136,000         $(101,777)
Deduct stock-based compensation expense determined under
   fair value based method                                        (97,000)          (93,000)
                                                                ---------         ---------

Pro forma net income (loss)                                     $  39,000         $(194,777)
                                                                =========         =========

Basic earnings (loss) per share as reported                     $    0.07         $   (0.11)
Pro forma basic earnings (loss) per share                            0.02             (0.20)

DILUTED:
Net income (loss) as reported                                   $ 136,000         $(101,777)
Deduct stock-based compensation expense determined under
   fair value based method                                        (97,000)          (93,000)
                                                                ---------         ---------

Pro forma net income (loss)                                     $  39,000         $(194,777)
                                                                =========         =========

Diluted income (loss) per share as reported                     $    0.07         $   (0.11)
Pro forma diluted income (loss) per share                            0.02             (0.20)
</TABLE>


The fair value of common stock options and warrants was computed using the
Black-Scholes option pricing model. The following table details the assumptions
used to value stock options granted during the quarters ended March 31, 2003 and
2002, as of the grant date:

<TABLE>
<CAPTION>
                                                              2003 Stock          2002 Stock
                                                               Options             Options
                                                              ----------          ----------
<S>                                                           <C>                 <C>
Fair value, calculated                                        $   2.77            $   3.90
Exercise price                                                    8.50               10.00
Risk-free interest rate, 10-year Treasury (CMT)                   3.94%               4.95%
Expected stock price volatility                                   None                None
Expected dividend rate                                            None                None
Expected life                                                 10 years            10 years
</TABLE>

The fair value of the common stock warrants granted to directors in 2000 was
determined to be $3.13, using the Black-Scholes options-pricing model at the
date of grant.


------------------------------------------------------------------------------
                                  (Continued)

                                       10
<PAGE>


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

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



NOTE 2 - SECURITIES

Securities available for sale at March 31, 2003, and December 31, 2002, were as
follows:

<TABLE>
<CAPTION>
                                                                          Gross               Gross
                                                       Fair            Unrealized          Unrealized
                                                       Value              Gains              Losses
                                                    -----------        -----------        -----------
<S>                                                <C>                <C>                <C>
March 31, 2003
   U.S. Government agencies and corporations        $15,825,267        $   198,188        $    (1,262)
   Debt securities of U.S. corporations                 502,516               --               (7,662)
   Mortgage-backed securities                        24,234,301            307,601            (37,063)
                                                    -----------        -----------        -----------

       Total                                        $40,562,084        $   505,789        $   (45,987)
                                                    ===========        ===========        ===========


December 31, 2002
   U.S. Government agencies and corporations        $15,163,967        $   220,616        $    (3,120)
   Mortgage-backed securities                        23,558,202            408,405             (4,726)
                                                    -----------        -----------        -----------

       Total                                        $38,722,169        $   629,021        $    (7,846)
                                                    ===========        ===========        ===========
</TABLE>

Contractual maturities of debt securities at March 31, 2003, were as follows.
Balances are presented at fair value with the yield calculated on amortized
cost:

<TABLE>
<CAPTION>
                                                                       Maturing
                                   -------------------------------------------------------------------------------
                                       One Year or Less         One Through Five Years         After Five Years
(Dollars in thousands)               Amount         Yield        Amount         Yield        Amount         Yield
                                   ----------      -------     ----------      -------     ----------      -------
<S>                                 <C>            <C>          <C>            <C>          <C>            <C>
   U.S. Government agencies
     and corporations                $  --            --%        $14,325        3.72%        $ 1,500        2.78%
   Debt securities of
     U.S. corporations                   503        3.41%           --            --%           --            --%
   Mortgage-backed securities           --            --%           --            --%         24,234        4.37%
                                     -------        ----         -------        ----         -------        ----
                  Total              $   503        3.41%        $14,325        3.72%         25,734        4.08%
                                     =======        ====         =======        ====         =======        ====
</TABLE>


Assumed proceeds from the sale of securities during the quarter ended March 31,
2003, were $6,178,717. Mortgage-backed securities sold in the amount of
$3,664,410 during March 2003 had not settled by March 31, 2003. This amount has
been reported in "Accrued interest receivable and other assets" on the
consolidated balance sheet. The gain recognized on all sales during the quarter
was $57,849. No securities were sold during the three months ended March 31,
2002.


------------------------------------------------------------------------------
                                  (Continued)

                                      11
<PAGE>


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

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



NOTE 3 - LOANS

Loans were as follows at March 31, 2003, and December 31, 2002:

<TABLE>
<CAPTION>
                                                       March 31, 2003         December 31, 2002
                                                  ----------------------    ----------------------
                                                     Balance     Percent      Balance      Percent
                                                  ------------   -------    ------------   -------
<S>                                              <C>              <C>      <C>              <C>
Residential real estate                           $ 31,455,002     38.0%    $ 31,345,865     39.6%
Multifamily residential real estate                  6,382,375      7.7        6,732,072      8.5
Commercial real estate                              20,050,663     24.1       18,385,467     23.2
Construction                                         4,675,280      5.6        4,636,473      5.8
Commercial                                          12,196,265     14.7       10,205,592     12.9
Consumer                                             8,021,704      9.9        7,925,119     10.0
                                                  ------------    -----     ------------    -----
     Total loans                                    82,781,289    100.0%      79,230,588    100.0%
                                                                  =====                     =====
   Less: Allowance for loan losses                    (890,767)                 (837,210)
         Net deferred loan fees                       (145,956)                 (101,546)
                                                  ------------              ------------

             Loans, net                           $ 81,744,566              $ 78,291,832
                                                  ============              ============
</TABLE>

Activity in the allowance for loan losses for the three months ended March 31
was as follows:

<TABLE>
<CAPTION>
                                         Three Months Ended March 31,
                                            2003             2002
                                         ---------         ---------
<S>                                     <C>               <C>
Balance, January 1                       $ 837,210         $ 385,923
Provision for loan losses                   80,000           125,956
Loans charged-off                          (27,789)             --
Recoveries                                   1,346              --
                                         ---------         ---------

Balance, December 31                     $ 890,767         $ 511,879
                                         =========         =========
</TABLE>

The Company had no impaired loans at March 31, 2003, and December 31, 2002, or
during the three months ended March 31, 2003 and 2002. Additionally, the Company
had no loans on nonaccrual status or past due 90 days or more still accruing
interest at March 31, 2003, and December 31, 2002.


NOTE 4 - COMMON STOCK OVER-ALLOTMENT ISSUANCE

In December 2002, the Company offered 1,000,000 shares of common stock in a
public offering ("2002 Offering"). In conjunction with the 2002 Offering, the
Company's underwriter, Friedman Billings Ramsey ("FBR"), had an option to
purchase an additional 150,000 shares at the offering price of $8.50 to cover
over-allotments. On January 17, 2003, FBR exercised the option to purchase all
150,000 shares. The over-allotment issuance resulted in proceeds of $1,132,490,
net of $142,510 in offering costs.


------------------------------------------------------------------------------
                                  (Continued)

                                       12
<PAGE>


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

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



NOTE 5 - STOCK-BASED COMPENSATION

The Company's Board of Directors has adopted an Omnibus Stock Option, Stock
Ownership and Long-Term Incentive Plan, that was approved by the Company's
shareholders. A total of 200,000 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.

On February 18, 2003, the Board authorized the grant of 44,250 options to
employees and directors. Each nonemployee director received 1,000 nonqualified
options that vested immediately. Employees were granted a total of 33,250
nonqualified stock options that will vest over a three-year period. The exercise
price of the options granted was $8.50 per share, which was the market value of
the Company's common stock on the date of the grant. All options expire ten
years from the date of the grant. In the event of a change in control of the
Company, outstanding options may become immediately exercisable in full at the
discretion of the Compensation Committee of the Board of Directors. Otherwise,
all outstanding options will terminate unless the successor corporation agrees
to assume or replace such options with an equivalent entitlement. At March 31,
2003, and December 31, 2002, there were 130,750 and 87,000 options outstanding,
respectively, of which 47,167 and 11,000 were exercisable.

The Company granted 147,300 warrants to the Board of Directors and organizers of
the Company ("Director Warrants") at the time of closing of the Company's
initial stock offering in October 2000. The Director Warrants vest in
approximately equal percentages each year over a three-year period from the date
of grant. Each Director Warrant entitles the holder to purchase a share of
common stock at $10.00 per share and will expire ten years from the date of
issuance. At March 31, 2003, and December 31, 2002, there were 98,200
exercisable Director Warrants.


NOTE 6 - COMMON STOCK WARRANTS

As part of the October 2000 initial offering of the Company's common stock, the
Company 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 Company at $0.10 per warrant. If called, each
holder of a warrant must exchange 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. Through March 31, 2003, there have been 700
warrants exercised.


------------------------------------------------------------------------------
                                  (Continued)

                                       13
<PAGE>


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

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


NOTE 7 - OFF-BALANCE SHEET ACTIVITIES

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 used for loans are
used to make such commitments, including obtaining collateral at exercise of the
commitment.

The contractual amount of financial instruments with off-balance sheet risk was
as follows at March 31, 2003, and December 31, 2002:

<TABLE>
<CAPTION>
                                                     March 31,          December 31,
                                                       2003                 2002
                                                    -----------          -----------
<S>                                                <C>                  <C>
Commitments to make loans:
   Variable-rate                                    $ 8,476,000          $ 6,752,000
   Fixed-rate                                         2,570,000            1,473,000

Unused lines of credit, variable-rate               $ 8,830,000          $ 8,908,000
</TABLE>

Commitments to make loans generally are made for periods of 30 days or less. The
fixed-rate loan commitments have interest rates ranging from 5.25% to 9.00% at
March 31, 2003, and 6.00% to 7.75% at December 31, 2002.

The Bank has entered into three one-year employment agreements with its Chief
Executive Officer and President, its Senior Loan Officer and President of the
Stark County Division, and its Senior Vice President of Commercial Lending and
President of the Holmes County Region. Each employment agreement will renew
automatically for an additional year unless either party furnishes at least
sixty days notice to the other of its intent to terminate the agreement. The
agreements also entitle the employees to participate in any formally established
stock option, health insurance and other fringe benefit plans for which
management personnel are eligible. In the event of a change in control, the
employees would receive 2.99 times their annual compensation.


NOTE 8 - REGULATORY MATTERS

After a regular examination of the Bank in early 2002 by the Office of the
Comptroller of the Currency ("OCC"), the Bank entered into a formal agreement
with the OCC on June 18, 2002 ("OCC Agreement"). Under the OCC Agreement, the
Bank must adopt and implement certain plans, policies and strategies, including
a strategic plan and a related staffing plan, improved management information
systems and information security programs and an independent, ongoing review
system for the Bank's loan portfolio. In addition, under the OCC Agreement, the
Bank must maintain a Tier 1 capital level of at least 11.0% of risk-weighted
assets and 8.0% of adjusted total assets.

In response to the OCC Agreement, the Bank has submitted a strategic plan and a
three-year capital program that includes a plan for maintaining capital at the
specified levels, sources and types of additional capital considering growth
projections and contingency plans should primary sources of capital become
unavailable. The Company has engaged a consulting company to assist management
with the development of a comprehensive staffing plan. The staffing plan will be
submitted to the OCC during the second quarter of 2003.

Under the agreement, until the Bank receives notice from the OCC that the Bank
has complied with the strategic and staffing plans and has received no
supervisory objection to the capital plan, the Bank's average asset growth
cannot exceed 5% per calendar quarter. Additionally, although the Bank's capital
ratios at March 31, 2003, and December 31, 2002, met the provisions to be
considered "well capitalized," it can not be considered "well-capitalized" while
under the terms of the OCC Agreement.



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                                       14
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

In the following section, management presents an analysis of Ohio Legacy Corp's
financial condition as of March 31, 2003, and December 31, 2002, and its results
of operations for the three months ended March 31, 2003 and 2002. This
discussion is provided to give readers an overview of Ohio Legacy Corp's
operating results and financial condition. This analysis should be read in
conjunction with the consolidated financial statements and related footnotes. As
used herein and except as the context may otherwise require, references to "the
Company," "we," "us," or "our" means, collectively, Ohio Legacy Corp ("Ohio
Legacy") and its wholly-owned subsidiaries, Ohio Legacy Bank, NA ("Bank") and
Ohio Legacy Trust I ("Trust")

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis ("MD&A") includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
which can be identified by the use of forward-looking terminology, such as:
"may," "might," "could," "would," "believe," "expect," "intend," "plan," "seek,"
"anticipate," "estimate," "project" or "continue" or the negative thereof or
comparable terminology. All statements other than statements of historical fact
included in this MD&A regarding our financial position, results of operations,
capital adequacy and liquidity are forward-looking statements. These
forward-looking statements also include, but are not limited to:

     o    anticipated changes in industry conditions created by state and
          federal legislation and regulations;

     o    compliance with the OCC Agreement or expected relief from the
          restriction on asset growth mandated by the OCC Agreement,

     o    anticipated changes in general interest rates;

     o    the impact of future interest rate changes on our profitability,
          capital adequacy and the fair value of our financial assets and
          liabilities;

     o    retention of our existing customer base and our ability to attract new
          customers;

     o    the development of new products and services and their success in the
          marketplace;

     o    the adequacy of the allowance for loan losses; and

     o    statements regarding our anticipated loan and deposit growth, expense
          levels, liquidity and capital resources and projections of when we
          will achieve positive full-year earnings.

These forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results to be materially different
from any future results expressed or implied by such forward-looking statements.
Although we believe the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance such expectations will prove
to have been correct. Important factors that could cause actual results to
differ materially from those in the forward-looking statements included in this
report include, but are not limited to:

     o    competition in the industry and markets in which we operate;

     o    changes in general interest rates;

     o    rapid changes in technology affecting the financial services industry;

     o    changes in government regulation; and

     o    general economic and business conditions.

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


                                       15
<PAGE>


BACKGROUND

Formed in 1999, Ohio Legacy Corp is a bank holding company that owns all of the
common stock of Ohio Legacy Bank, NA, and Ohio Legacy Trust I. The Bank provides
a full range of traditional commercial and consumer banking services for small
to medium-sized businesses as well as retail customers. The Trust is a special
purpose entity formed by Ohio Legacy Corp in March 2002 for the sole purpose of
issuing 8.25% trust preferred securities, the proceeds of which were infused
into the Bank as a capital contribution. The Company has experienced strong
growth due to what management believes are competitive pricing strategies and
referrals from existing customers. As a result, operating results for the three
months ended March 31, 2003 and 2002, may not be entirely comparable. Management
believes the Company's financial condition and results of operations are as
expected for a newly-formed financial institution.

SIGNIFICANT ACCOUNTING POLICIES

Allowance for loan losses. The allowance for loan losses is a valuation
allowance for probable incurred credit losses, increased by the provision for
loan losses and decreased by charge-offs, less recoveries. We estimate the
allowance balance required by considering the nature and volume of the
portfolio, information about specific borrower situations and estimated
collateral values, economic conditions and other factors. Allocations of the
allowance may be made for specific loans, but the entire allowance is available
for any loan that, in our judgment, should be charged-off. Loan losses are
charged against the allowance when management believes the uncollectibility of a
loan balance is confirmed.

We consider various factors, including portfolio risk, economic environment and
loan delinquencies, in its determination of the level of the provision for loan
losses. Loan quality is monitored on a monthly basis by management and, since
June 30, 2002, on a quarterly basis by an independent third party. Delinquency
is not material at this time. Given the fact that the Bank began operations in
October 2000 and, necessarily, we lack sufficient historical data from our loan
portfolio, we have utilized peer information and current economic conditions to
evaluate the adequacy and required balance of our allowance for loan losses. As
a guideline, we have targeted the following loan loss reserve levels by type of
loan: commercial and consumer loans -- 2.0%; commercial real estate loans --
1.5%; and residential mortgage loans -- 0.4%. We are in the process of
re-evaluating the allowance for loan loss methodology as the Bank's loan
portfolio has aged somewhat and we have enhanced our loan review procedures.

FINANCIAL CONDITION

Assets. At March 31, 2003, total assets were $138.0 million, as compared to
total assets of $136.0 million at December 31, 2002. This increase was funded by
a growth in deposits of $1.2 million and the over-allotment issuance of 150,000
shares of the Company's common stock, which resulted in proceeds of $1.1
million, net of offering costs.

The Bank's asset growth is restricted by the OCC Agreement (see Note 8 in Notes
to the Consolidated Financial Statements include herein). Under the OCC
Agreement, the Bank's average assets may not increase by more than 5% each
calendar quarter. The restriction will remain in place until the OCC (1)
notifies the Bank that it does not object to the Bank's capital plan and (2)
agrees that the Bank has achieved compliance with the strategic and staffing
plans submitted by management to the OCC.

We have engaged a staffing consultant to assist with the development of a
comprehensive staffing plan and will submit the plan to the OCC during the
second quarter of 2003. Management is focused on complying with the requirements
and restrictions of the OCC Agreement and is committed to working with the OCC
to obtain relief from the asset growth restriction so the Company can return to
its strategic plan of strong balance sheet growth, supported by solid asset
quality.


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                                       16
<PAGE>


Securities. Total securities increased by $1.8 million during the first quarter
of 2003. The increase was the result of the investment of excess cash previously
held in federal funds. The securities portfolio is composed primarily of federal
agency securities and mortgage-backed securities.

We anticipate strong growth in loan originations through the remainder of 2003
and, thus, have given preference to short-term callable notes and
mortgage-backed securities to provide an additional source of liquidity through
expected calls and principal paydowns. As interest rates rise in the future,
which we believe may occur in late 2003, the cash flows from the securities
portfolio will be reinvested in securities offering higher yields. We are
considering diversification of our investment portfolio through highly-rated
corporate securities that may provide a higher, risk-adjusted yield, and
municipal issues, which would provide tax-sheltered income in anticipation of
our emergence from operating losses and the subsequent assessment of federal
income taxes as net operating loss carryforwards are depleted.

During the first quarter of 2003, we sold $6.2 million of securities to meet
liquidity demands for loans and the potential runoff from maturities of
certificates of deposit (discussed below). Approximately $3.7 million of
mortgage-backed securities sold in March 2003 had not settled by March 31. This
amount has been reported in "Accrued interest receivable and other assets" on
the consolidated balance sheet. We also had commitments to purchase securities
in the amounts of $675,000 and $1.0 million at March 31, 2003, and December 31,
2002, respectively, which are reported in "Accrued interest payable and other
liabilities." Although we do not maintain a trading securities portfolio, we may
need to sell securities to fund short-term liquidity requirements. As a result,
price risk mitigation is another reason we have preferred highly marketable,
relatively short-term securities.

Loans. At March 31, 2003, total loans (before the allowance for loan losses and
deferred fees) were $82.8 million, an increase of $3.6 million from December 31,
2002. We experienced growth in all loan categories except multifamily
residential real estate. An increase of $2.0 million in commercial loans and an
increase of $1.7 million in commercial real estate loans were the most
significant increases during the quarter. We believe the growth in the
commercial and nonresidential commercial real estate loan portfolios has been
the outcome of our concerted effort to provide quality service on a timely
basis. This growth also reflects our strategy toward weighting the Bank's loan
portfolio toward commercial and commercial real estate loans. We believe the
optimal mix for the Bank's loan portfolio under our strategic plan is 65%
commercial, commercial real estate and multifamily real estate, 25% residential
real estate and construction loans and 10% consumer loans.

Total loans at March 31, 2002, were $64.8 million. While we have been able to
increase total loans $18.0 million, or 27.8% over the last twelve months, the
growth in our loan portfolio in 2003 is being affected by pricing pressures from
competitors that is impacting our ability to generate new loans and maintain our
current loan customers. For example, approximately $11.7 million of new loan
originations were funded during the first quarter of 2003. However, principal
repayments and payoffs reduced net growth in total loans to $3.6 million as our
customers shopped for, lower rates for commercial and multifamily residential
real estate loans offered by our competitors. We are mindful of maintaining or
improving our yield on loans and net interest margin overall. Nonetheless, we
may encounter a reduction in that yield in the short-term as we may need to
offer competitive variable-rate products to generate growth and improve our
loans to deposits ratio or modify existing loans to retain customers and look
forward to future higher yields as general interest rates rise and our loan
portfolio yields reprice upward.

Allowance for loan losses and asset quality. During the first quarter, the
allowance for loan losses increased to $891,000, or 1.08% of total loans at
March 31, 2003, from $837,000, or 1.06% of loans at December 31, 2002. Asset
quality remained strong during the first quarter of 2003 as no loans were past
due greater than 90 days. Charge-offs during the quarter totaled $28,000, all
within our consumer loan portfolio, with recoveries of previously charged-off
loans of $1,000. The Bank had no impaired loans, no nonperforming loans and no
loans on nonaccrual status at March 31, 2003, or December 31, 2002. Though the
entire allowance for loan losses is available for losses on all loan types,
management allocated the allowance for loan losses at March 31, 2003, as
follows: 49.6% to commercial real estate loans, 27.3% to commercial loans, 18.0%
to residential real estate loans and 5.1% to consumer loans. See "Significant
Accounting Policies - Allowance for loan losses" above.


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                                       17
<PAGE>



Accrued interest receivable and other assets. In late March 2003, we sold $6.2
million of securities available for sale, of which $3.7 million of proceeds had
not settled by March 31, 2003. As a result, this amount has been recorded as a
receivable. Accrued interest receivable increased as a result of higher balances
of securities and loans at March 31, 2003, compared to December 31, 2002.

Deposits. Total deposits increased $1.2 million during the quarter to $116.1
million at March 31, 2003. We have been successful in marketing our deposit
products to depositors in our market area. Deposits have grown 23.6%, or $22.2
million over the last twelve months. However, we have not been as aggressive
during 2003 in pricing our deposit products as we are restricted in our
operations by the OCC Agreement, which limits our average asset growth to no
more than 5% per calendar quarter. Once the OCC removes the asset growth
restriction, we will begin to offer more robust deposit products and will seek
growth in deposits by offering more competitive rates.

Certificates of deposit accounts comprised 55% of our deposit portfolio at March
31, 2003, and December 31, 2002. Approximately 17% of our certificate of deposit
portfolio is scheduled to mature during the second quarter of 2003. The weighted
average rate of the maturing certificates is 3.50%. Though there can be no
assurances we will be able to retain these deposit accounts upon maturity, the
certificates automatically renew into a like-kind term at rates currently
offered to new customers. Existing customers generally have 10 days to withdraw
funds from their certificates of deposit upon renewal. If the certificates
maturing during the second quarter of 2003 maintain their current maturity terms
upon renewal, they will reprice at approximately 1.60%, resulting in a reduction
of approximately 17 basis points in our cost of funds from deposits.

Other borrowings. During the first quarter of 2002, we created Ohio Legacy Trust
I for the sole purpose of having the Trust issue 8.25% trust preferred
securities. The trust preferred securities will mature on March 31, 2022, and
are callable by the Company beginning March 31, 2007. The issuance generated
$3,245,000, net of deferred financing fees, of which $3,100,000 was contributed
to the Bank as Tier 1 capital. In conjunction with the offering of the Trust
Preferred Securities, we borrowed $105,000 to provide initial capital for the
Trust. The note matured in March 2003 and was repaid.

Accrued interest payable and other liabilities. At March 31, 2003, and December
31, 2002, we had commitments to purchase securities available for sale of
$675,000 and $1.0 million, respectively. These amounts were recorded as
liabilities at the balance sheet dates. Accrued interest payable increased as a
result of higher deposit balances at March 31, 2003, compared to December 31,
2002.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2003

We recorded our third consecutive profitable quarter during the first quarter of
2003, earning $136,000, or $0.07 per share. This compares to a loss in the first
quarter of 2002 of ($102,000), or ($0.11) per share.

Net interest income. During the three months ended March 31, 2003, net interest
income increased to $945,000 compared to $513,000 during the first quarter of
2002, primarily as a result of a higher average balance of interest-earning
assets. Net interest margin (net interest income divided by average
interest-earning assets) improved to 2.90% in 2003 from 2.38% in the first
quarter of 2002 and 2.84% during the fourth quarter of 2002. Interest rate
spread (the difference between the yield earned on assets and the cost of
deposits and borrowings) improved to 2.53% in 2003 from 2.12% during the first
quarter of 2002.

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                                       18
<PAGE>


The following table sets forth information relating to our average balance sheet
and reflects the average yield on interest-earning assets and the average cost
of interest-bearing liabilities for the periods indicated. These yields and
costs are derived by dividing income or expense, on an annualized basis, by the
average balances of interest-earning assets or interest-bearing liabilities for
the periods presented.

<TABLE>
<CAPTION>
                                                              Three months ended March 31,
                                             -------------------------------------------------------------
                                                          2003                            2002
                                             ------------------------------  -----------------------------
                                               Average    Interest              Average    Interest
                                             outstanding  earned/    Yield/  outstanding   earned/  Yield/
(Dollars in thousands)                         balance     paid      Rate      balance      paid     Rate
                                             -----------  -------   -------  -----------   -------  ------
<S>                                          <C>          <C>       <C>      <C>           <C>      <C>
Assets
Interest-earning assets:
  Interest-bearing deposits and federal
funds sold                                   $    8,269   $    24     1.16%  $     7,228   $    30    1.64%
  Securities available for sale (1)              42,140       440     4.24        20,446       265    5.13
  Federal Reserve Bank stock                        395         6     5.98           221         3    6.00
  Loans (2)                                      80,198     1,428     7.12        58,418     1,052    7.21
                                             ----------   -------   ------   -----------   -------  ------
     Total interest-earning assets              131,302     1,898     5.82        86,313     1,350    6.26
                                                          -------                          -------
Noninterest-earning assets                        6,791                            5,433
                                             ----------                      -----------
       Total assets                          $  137,793                           91,746
                                             ==========

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
  Interest-bearing demand deposits           $     7,696       25     1.29%  $     4,705        30    2.55%
  Savings accounts                                36,842      176     1.91        25,487       217    3.40
  Money market accounts                            2,989        7     0.89         4,309        17    1.61
  Certificates of deposit                         63,778      632     3.97        45,551       548    4.81
                                             -----------  -------   ------   -----------   -------  ------
     Total interest-bearing deposits             111,305      840     3.02        80,052       812    4.06
  Other borrowings                                 4,405      113    10.23           777        25   12.98
                                             -----------  -------   ------   -----------   -------  ------
     Total interest-bearing liabilities          115,710      953     3.29        80,829       837    4.14
                                                          -------                          -------
Noninterest-bearing demand deposits                5,557                           2,975
Noninterest-bearing liabilities                      969                           1,198
                                             -----------                     -----------
     Total liabilities                           122,236                          85,002
Shareholders' equity                              15,557                           6,744
                                             -----------                     -----------
       Total liabilities and shareholders'
         equity                              $   137,793                          91,746
                                             ===========                     ===========
Net interest income; interest-rate
  spread(3)                                               $   945     2.53%                $   513    2.12%
                                                          =======                          =======
Net earning assets                           $    14,440                     $     5,484
                                             ===========                     ===========
Net interest margin (4)                                               2.90%                           2.38%
Average interest-earning assets to
  interest-bearing liabilities                     1.12x                           1.07x
                                             ==========                      ==========
</TABLE>
----------------------

     (1)  Average balance includes unrealized gains and losses. Yield is based
          on amortized cost.

     (2)  Net of net deferred loan fees and costs and loans in process. The
          Company had no non-accruing loans during the periods presented.

     (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. The yield earned on federal funds sold has fallen with the
general decline in interest rates as the Federal Reserve Bank lowered its
discount rate and targeted federal funds rate through 2002. Although at March
31, 2003, approximately 65% of our securities portfolio is fixed rate, 60% of
the portfolio is invested in mortgage-backed securities which provide monthly
principal paydowns. The decline in mortgage rates during 2002 caused an increase
in prepayments on the mortgage-backed securities as consumers refinanced their
mortgages. As interest rates declined, the principal payments we received were
reinvested in newly issued mortgage-backed securities and U.S. Government agency
notes issued at lower interest rates.

The yield on loans declined slightly during the first quarter of 2003 compared
to the first quarter of 2002. At March 31, 2003, approximately 64% of our loan
portfolio is variable rate, with 20% of all loans based on the Prime rate that
may reprice the month following a change in the Prime rate. The rest of the
variable-rate loans are based on one, three or five-year Treasury notes which
reprice less frequently. Initial interest rates on our loans tend to be higher
than the index rate plus the contracted margin. We believe we have structured
our loan portfolio to provide a positive impact to net interest income should
interest rates rise in the future.


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                                       19
<PAGE>

Interest expense. Although the average balances of low-cost core deposits
(demand, savings and money market accounts) has increased in 2003 compared to
2002, we are still heavily dependent on higher-costing certificates of deposit
(CDs). The average cost of funds of core deposits fell 131 basis points, or 43%,
during the first quarter of 2003 compared to the first quarter of 2002. At the
same time, the cost of CDs fell only 84 basis points, or 17%. While the current
low interest rate environment favors the "locking-in" of funding costs by
weighting the deposit portfolio towards CDs, we are finding new and renewing CD
customers' preference is toward short-term maturities (approximately 18 months).

As noted earlier, 17% of our CD portfolio will mature during the second quarter
of 2003. Should those customers renew at current rates, the average cost of
those accounts will fall to approximately 1.60% from approximately 3.50%,
assuming a like-term upon renewal. We can provide no assurances the maturing
accounts will stay with the Bank, or that maturity preferences will meet our
expectations.

The volume and rate of other borrowings increased in 2003 compared to the first
quarter of 2002 as a result of the issuance of trust preferred securities, which
carry a fixed rate of 8.25%, in late March 2002 and the opening of our
Millersburg office in early 2002, a portion of which is accounted for as a
capital lease.

Provision for loan losses. The provision for loan losses charged to operations
was based on our evaluation of portfolio risk and economic factors. As noted
earlier under "Significant Accounting Policies," the short length of time that
the Bank has been in existence provides little historical data to utilize in
determining the required level of the allowance for loan losses. The Bank has
utilized peer information and current economic trends to evaluate the
appropriate provision for loan losses for the period.

Although the provision for loan losses during the first quarter of 2003 fell to
$80,000, compared to $126,000 in the first quarter of 2002, the allowance as a
percentage of total loans increased to 1.08% from 1.06% at December 31, 2002,
and 0.79% at March 31, 2002. We believe the allowance for loan losses at March
31, 2003, is adequate to absorb probable losses inherent in the loan portfolio.

Noninterest income. Total noninterest income was $127,000 for the three months
ended March 31, 2003, compared to $58,000 for the same period in 2002. The 2003
amount includes $58,000 of gains from the sale of securities during the first
quarter of 2003. The Bank may need to sell securities in the future to meet loan
and deposit demands and has structured its securities portfolio accordingly. The
increase in overdraft fees and other service charges on deposit accounts was due
to higher volume of deposit customers and the related fees associated with those
accounts.

Noninterest expense. Total noninterest expense increased 56.4% for the three
months ended March 31, 2003, as compared to the three months ending March 31,
2002. The efficiency ratio (annualized noninterest expense divided by the sum of
net interest income and other income, excluding gains on securities sales) was
84.4% during the first quarter of 2003 compared to 95.8% and 81.2% during the
first and fourth quarters of 2002, respectively. Annualized noninterest expense
as a percent of average assets was 2.49% in 2003 compared to 2.38% and 2.35%
during the first and fourth quarters of 2002, respectively.

The Bank operated two offices during first quarter of 2002, but had three
locations in the first quarter of 2003. The Millersburg office opened in March
2002 with a full staff; therefore, the first quarter of 2003 reflects a higher
level of employment at the Bank. Occupancy and equipment costs are also higher
in 2003 as a result of the opening of the Millersburg office.

Salaries and benefits are also higher in 2003 because we hired two new members
of management in January 2003: a Chief Financial Officer and a Vice President of
Information Technology. We hired these individuals in response to the strong
growth in the Company's assets and an increase in the complexity of the
organization. The addition of these members of management will enhance and
continue to improve our system of internal controls by providing additional
oversight and implementation of policies and procedures related to our
operational and financial reporting systems. Their focus in 2003 is improving
operations and controls so the Bank may achieve full compliance with the OCC
Agreement.

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                                       20
<PAGE>


Professional fees have increased as the Bank utilized outside consultants to
assist management with the OCC Agreement and enhance the corporate governance
and oversight responsibilities of management and the Board of Directors under
the requirements of the Sarbanes-Oxley Act and new rules promulgated by the
National Association of Securities Dealers. Management expects professional fees
to increase over the next two quarters as we continue to address the staffing
plan and comprehensive information technology review required by the OCC.

Ohio franchise tax is assessed on the Bank based on its capital balance. The
trust preferred securities and common stock offerings in 2002 resulted in
capital contributions to the Bank. As a result, franchise taxes are higher in
2003. Management balanced the timing of capital contributions to the Bank to
maximize regulatory lending capacity and minimize franchise tax assessment
considering the common stock offering closed in late December 2002.

All the remaining noninterest expense categories increased a combined total of
$68,000 due to increases in overhead associated with the continued growth in the
Bank's customer base, including data processing costs, coupled with improvements
in customer service levels in its market areas.

Income tax benefit (expense). The income tax benefit (expense) has not been
reflected in the consolidated financial statements due to our cumulative
operating losses since the Company's inception. A valuation allowance has been
recorded to offset deferred tax assets. When we believe that it is more likely
than not that the income tax benefit will be used by the Company, the valuation
allowance will be reduced and a tax benefit will be realized. At December 31,
2002, the valuation allowance for our net deferred tax asset was $707,000.

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

The following table presents, as of March 31, 2003, significant fixed and
determinable contractual obligations by payment date. The payment amounts
represent those amounts contractually due to the recipient and do not include
any unamortized premiums or discounts, hedge basis adjustments, or other similar
carrying value adjustments.

<TABLE>
<CAPTION>
                               Nine months                   Year ended December 31,
                               -----------   -------------------------------------------------------------
(Dollars in thousands)            2003         2004         2005         2006         2007      Thereafter
                                --------     --------     --------      -------      -------    ----------
<S>                            <C>          <C>          <C>           <C>          <C>           <C>
Deposits without maturity       $ 52,360     $      -     $      -      $     -      $     -      $     -
Certificates of deposit           22,034       38,585        2,036          416          470          211
Trust Preferred Securities(1)          -            -            -            -            -        3,325
Capital lease obligations(2)         120          160          160          168          179        1,700
Operating leases                      95          126          129          140          141          721
</TABLE>
---------------------

     (1)  The Trust Preferred Securities are callable at par, at the Company's
          option, on March 31, 2007.

     (2)  Includes $1,505 of amounts allocable to interest payments over the
          remaining term of the leases.

Note 7 to the consolidated financial statements discusses in greater detail
other commitments and contingencies and the various obligations that exists
under those agreements. Examples of these commitments and contingencies include
commitments to extend credit to borrowers under lines of credit and employment
agreements with certain executive officers.

At March 31, 2003, and December 31, 2002, we had no unconsolidated, related
special purpose entities, nor did we engage in derivatives and hedging
contracts, such as interest rate swaps, that may expose us to liabilities
greater than the amounts recorded on the consolidated balance sheet. Our
investment policy prohibits us from engaging in derivatives contracts for
speculative trading purposes; however, in the future, we may pursue certain
contracts, such as interest rate swaps, in our efforts to execute a sound and
defensive interest rate risk management program.

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                                       21
<PAGE>



LIQUIDITY

"Liquidity" refers to our ability to fund loan demand and customers' deposit
withdrawal needs and to meet other needs for cash. The purpose of liquidity
management is to assure sufficient cash flow to meet all of our financial
commitments and to capitalize on opportunities for business expansion in the
context of managing the Bank's interest rate risk exposure. This ability depends
on our financial strength, asset quality and types of deposit and investment
instruments we offer to our customers.

Our principal sources of funds are deposits, loan and security repayments,
maturities of securities, sales of securities available for sale and capital
transactions. 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. We maintain investments in liquid assets based upon management's
assessment of our need for funds, our expected deposit flows, yields available
on short-term liquid assets and objectives of our asset/liability management
program.

Cash and cash equivalents decreased $7.4 million during the first quarter of
2003 to $8.3 million at March 31, 2003, compared to $15.7 million at December
31, 2002, as excess cash previously held in federal funds was invested in
securities. Cash and cash equivalents and securities available for sale
represented 35.4% of total assets at March 31, 2003, and 40.0% of total assets
at December 31, 2002. As we grow and cash and cash equivalents generated from
deposits and capital are used to fund loans, we anticipate liquidity will
further decrease. Accordingly, we monitor our liquidity position on a regular
basis in conjunction with our asset/liability and interest rate risk management
activities. We believe our current liquidity level, subsequent to the common
stock offering in December 2002, is sufficient to meet anticipated future growth
in loans and deposits under our strategic plan and to maintain compliance with
regulatory capital ratios and requirements mandated by the OCC Agreement.

CAPITAL RESOURCES

Total shareholders' equity was $16.1 million at March 31, 2003, an increase of
$1.1 million from
December 31, 2002. The increase was a result of the over-allotment issuance of
150,000 shares of the Company's common stock, which resulted in net proceeds of
$1.1 million and net income of $136,000 for the first quarter. The $161,000
decrease in accumulated other comprehensive income in the first three months of
2003 reflected a reduction in unrealized gains on securities available for sale.

Banks are subject to regulatory capital requirements administered by federal
banking agencies. Capital adequacy guidelines and prompt corrective action
regulations involve quantitative measures of assets, liabilities and certain
off-balance sheet items calculated under regulatory accounting practices.
Capital amounts and classifications are also subject to qualitative judgments by
regulators. Failure to meet capital requirements can initiate regulatory action.

"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). "Total capital" is made up of
Tier 1 Capital and Tier 2 Capital.

The payment of dividends by the Bank to Ohio Legacy and by Ohio Legacy to
shareholders is subject to restrictions by regulatory agencies. These
restrictions generally limit dividends to the sum of current year's and the
prior two years' retained earnings, as defined. In addition, dividends may not
reduce capital levels below the minimum regulatory requirements as described
above. Furthermore, as part of the Bank's approval by the regulatory agencies,
it is prohibited from paying dividends to Ohio Legacy for a period of three
years after inception without prior written non-objection by the OCC.


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                                       22
<PAGE>



Actual and required capital amounts (in thousands) and ratios are presented
below at March 31, 2003:

<TABLE>
<CAPTION>
                                                                                                 To Be Well-
                                                                                               Capitalized Under
                                                                       For Capital             Prompt Corrective
                                               Actual               Adequacy Purposes          Action Provisions
                                         ------------------        ------------------         ------------------
                                         Amount       Ratio        Amount       Ratio         Amount       Ratio
                                         ------       -----        ------       -----         ------       -----
<S>                                     <C>           <C>         <C>           <C>          <C>           <C>
Total capital to risk-
   weighted assets                      $ 18,360       21.3%       $ 6,901        8.0%        $ 8,627       10.0%
Tier 1 capital to risk-
   weighted assets                        17,469       20.2          3,451        4.0           5,177        6.0
Tier 1 capital to
   average assets                         17,469       12.7          5,489        4.0           6,861        5.0
</TABLE>

Under the OCC Agreement, the Bank must maintain a Tier 1 capital level of at
least 11.0% of risk-weighted assets and 8.0% of adjusted total assets. The
following table summarizes the Bank's actual capital amounts and the amounts
required under the OCC Agreement at March 31, 2003:

<TABLE>
<CAPTION>
                                                                   As Required By
                                               Actual             the OCC Agreement
                                         -----------------        ------------------
                                         Amount      Ratio        Amount       Ratio
                                         ------      -----        ------       -----
<S>                                    <C>           <C>         <C>           <C>
Tier 1 capital to risk-
   weighted assets                      $ 17,469      20.2%       $  9,490      11.0%
Tier 1 capital to
   average assets                         17,469      12.7          10,978       8.0
</TABLE>

Although the Bank's capital ratios at March 31, 2003, met the provisions to be
considered "well capitalized," it may not be considered "well-capitalized" while
under the terms of the OCC Agreement.


ITEM 3.  CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report, an evaluation was
conducted under the supervision and with the participation of the Ohio Legacy
Corp's management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934, as amended). Based on their evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
are effective to ensure that information required to be disclosed in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms. Subsequent to the date of this evaluation, there
were no significant changes in our internal controls or in other factors that
could significantly affect these controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.


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                                       23
<PAGE>




                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

There are no matters required to be reported under this item.


ITEM 2.  CHANGES IN SECURITIES.

On January 17, 2002, Friedman Billings Ramsey, the underwriters for the
Company's December 2002 offering of 1,000,000 shares of Common Stock ("2002
Offering"), exercised the over-allotment option granted to them in conjunction
with the 2002 Offering. As a result, the Company issued 150,000 shares of Common
Stock, without par value, at $8.50 per share. The over-allotment issuance
generated proceeds of $1,132,490, net of offering costs of $142,510. The shares
issued through the over-allotment were registered with the Securities and
Exchange Commission (Commission File No. 333-100547).


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.

There are no matters required to be reported under this item.


ITEM 5.  OTHER INFORMATION.

There are no matters required to be reported under this item.



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                                       24
<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.

<TABLE>
<CAPTION>
               Exhibit
               Number                                     Description of Document
               -------                                    -----------------------
<S>                            <C>
                 3.1*           Articles of Incorporation of Ohio Legacy Corp
                 3.2*           Code of Regulations of Ohio Legacy Corp
                 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 Organizer Stock Purchase Warrant
                 4.3*           Form of Public Stock Purchase Warrant
                10.1*           Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan
                10.2**          2002 Amendment to Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan
                                of Ohio Legacy Corp
                10.3*           Employment Agreement with Mr. Douce
                10.4*           Employment Agreement with Mr. Pettit
                10.5*           Lease  Agreement  dated  August 24, 1999 by and between  Jack K. and Heidi M. Gant and
                                Ohio Legacy Corp
                10.6*           Lease  Agreement  dated  November 30, 1999 by and between  Schoeppner  Properties  and
                                Ohio Legacy Corp
                10.7***         Employment Agreement with Mr. Boss
                10.8***         Lease  Agreement  dated  October  2001 by and  between  Shee-Bree's,  L.L.C.  and Ohio
                                Legacy Corp
                10.9****        Agreement By And Between Ohio Legacy Bank, National Association, Wooster, Ohio, and
                                the Office of the Comptroller of the Currency, dated June 18, 2002
                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 9, hereof)
                99.1            Certification  Pursuant To 18 U.S.C.  Section 1350 As Adopted  Pursuant to Section 906
                                of the Sarbanes-Oxley Act of 2002.
                99.2*****       Code of Ethics for Senior Financial Officers of Ohio Legacy Corp
                99.3            Ohio Legacy Corp Corporate Governance Standards
                99.4            Ohio Legacy Corp Director Code of Conduct
                99.5            Policy  Adopted  By the Board of  Directors  Relating  to  Insider  Trading in Company
                                Securities and Confidential Information
                99.6            Audit and Compliance Committee Charter
                99.7            Code of Business Conduct and Ethics - Ohio Legacy Corp and Ohio Legacy Bank, N.A.

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

*     - Incorporated by reference to Registrant's Form SB-2, File No. 333-38328,
        effective June 1, 2000

**    - Incorporated by reference to Registrant's Form S-8, File No. 333-88842,
        effective May 22, 2002

***   - Incorporated by reference to Registrant's Form 10-KSB for the fiscal
        year ended December 31, 2001, filed with the Securities and Exchange
        Commission on April 1, 2002

****  - Incorporated by reference to Registrant's Form 10-KSB for the fiscal
        year ended December 31, 2002, filed with the Securities and Exchange
        Commission on March 28, 2003

***** - Incorporated by reference to Registrant's Form 8-K filed with the
        Securities and Exchange Commission on April 30, 2003

(b) Reports on Form 8-K.

       On January 24, 2003, the Company filed a Form 8-K under "Item 5. Other
       Events and Regulation FD Disclosure" regarding the exercise of the
       over-allotment option granted to the underwriter of the Company's
       December 2002 offering of common stock.

       On February 14, 2003, the Company filed a Form 8-k under "Item 5. Other
       Events and Regulation FD Disclosure" regarding its press release
       disclosing the Company's fourth quarter 2002 and fiscal year 2002
       earnings.

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                                       25
<PAGE>



                                   SIGNATURES


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


                                    OHIO LEGACY CORP
                                    -------------------------------------------
                                    (Registrant)


Date:  May 9, 2003                  By:  /s/ L. Dwight Douce
---------------------               -------------------------------------------
                                    L. Dwight Douce, President,
                                    Chief Executive Officer and Director


Date:  May 9, 2003                  By:  /s/ Eric S. Nadeau
---------------------               -------------------------------------------
                                    Eric S. Nadeau
                                    Chief Financial Officer and Vice President


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


                                       26
<PAGE>


                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, L. Dwight Douce, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Ohio Legacy Corp;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 9, 2003

/s/ L. Dwight Douce
------------------------------------
L. Dwight Douce, President,
Chief Executive Officer and Director

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


                                       27
<PAGE>



                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Eric S. Nadeau, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Ohio Legacy Corp;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 9, 2003

By:  /s/ Eric S. Nadeau
------------------------------------
Eric S. Nadeau
Chief Financial Officer and Vice President


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                                       28