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UNITED STATES SECURITIES
AND EXCHANGE COMMISSION  Washington, D.C. 20549
 FORM 10-QSB (Mark One)þ
    
    QUARTERLY REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2005o
    
    TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE EXCHANGE ACTFor the transition period from  to
 Commission file number: 000-31673 OHIO LEGACY CORP 
  OHIO 
  34-1903890 
  305 West Liberty Street, Wooster, OH, 44691 
  (330) 263-1955 
 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes þ No o As of May 16, 2005, the latest practicable date, there were 2,135,040 shares of the issuers Common
Stock, without par value, issued and outstanding. Transitional Small Business Disclosure Format (Check one): Yes o No þ   1.




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OHIO LEGACY CORP
FORM 10-QSB
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2005
FIRST QUARTER REPORT   PagePART I - FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis
    
    
    11Item 3. Controls and Procedures
    
    
    18PART II - OTHER INFORMATION
    
    
    19Item 1. Legal Proceedings
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3. Defaults Upon Senior Securities
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    20SIGNATURES
    
    
    21EX-31.1 Rule 13A-14(S)/15D-14(S) Certification of PEOEX-31.2 Rule 13A-14(S)/15D-14(S) Certification of PFOEX-32.1 Certification Pursuant to 18 USC Sect. 1350
    2.




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PART I  FINANCIAL INFORMATION 
 Item 1. Financial Statements. OHIO LEGACY CORP
CONSOLIDATED BALANCE SHEETS
As of March 31, 2005, and December 31, 2004   March 31,
    
    
    December 31,2005
    
    
    2004(unaudited)ASSETSCash and due from banks
    
    $
    3,601,553
    
    
    $
    4,571,131Federal funds sold and interest-bearing deposits in financial institutions
    
    
    7,985,058
    
    
    
    12,418,192Cash and cash equivalents
    
    
    11,586,611
    
    
    
    16,989,323Certificate of deposit in financial institution
    
    
    100,000
    
    
    
    Securities available for sale
    
    
    40,521,053
    
    
    
    39,357,929Securities
held to maturity (fair value of $629,591 and $640,429 at
March 31, 2005, and December 31, 2004)
    
    
    646,484
    
    
    
    647,981Loans, net of allowance of $1,344,001 and $1,263,655 at
March 31, 2005 and December 31, 2004
    
    
    141,460,600
    
    
    
    132,084,072Federal bank stock
    
    
    1,384,850
    
    
    
    1,375,650Premises and
equipment, net
    
    
    2,261,819
    
    
    
    2,269,068Intangible asset
    
    
    611,841
    
    
    
    669,174Accrued interest receivable and other assets
    
    
    1,902,334
    
    
    
    1,658,860Total assets
    
    $
    200,475,592
    
    
    $
    195,052,057LIABILITIESDeposits:Noninterest-bearing demand
    
    $
    11,884,563
    
    
    $
    11,914,867Interest-bearing demand
    
    
    11,264,788
    
    
    
    13,262,252Savings
    
    
    49,476,690
    
    
    
    43,847,951Certificates of deposit, net
    
    
    90,774,756
    
    
    
    88,617,541Total deposits
    
    
    163,400,797
    
    
    
    157,642,611Federal Home Loan Bank advances
    
    
    14,923,671
    
    
    
    15,295,144Subordinated debentures
    
    
    3,325,000
    
    
    
    3,325,000Capital lease obligations
    
    
    966,529
    
    
    
    968,712Accrued interest payable and other liabilities
    
    
    672,978
    
    
    
    580,216Total liabilities
    
    
    183,288,975
    
    
    
    177,811,683SHAREHOLDERS EQUITYPreferred stock, no par value, 500,000 shares authorized,
none outstanding
    
    
    
    
    
    
    Common stock, no par value, 5,000,000 shares authorized,
2,135,020 and 2,121,220 shares issued and outstanding at
March 31, 2005, and December 31, 2004, respectively
    
    
    17,870,655
    
    
    
    17,734,155Accumulated deficit
    
    
    (167,585
    )
    
    
    (282,585
    )Accumulated other comprehensive loss
    
    
    (516,453
    )
    
    
    (211,196
    )Total shareholders equity
    
    
    17,186,617
    
    
    
    17,240,374Total liabilities and shareholders equity
    
    $
    200,475,592
    
    
    $
    195,052,057
   See notes to the
consolidated financial statements. 3.




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OHIO LEGACY CORP
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2005 and 2004
(Unaudited)   For the Three Months EndedMarch 31,2005
    
    
    2004Interest income:Loans, including fees
    
    $
    2,118,411
    
    
    $
    1,805,449Securities
    
    
    393,702
    
    
    
    356,366Interest-bearing deposits, federal funds sold and other
    
    
    80,467
    
    
    
    25,933Total interest income
    
    
    2,592,580
    
    
    
    2,187,748Interest expense:Deposits
    
    
    846,178
    
    
    
    739,035Federal Home Loan Bank advances
    
    
    90,886
    
    
    
    88,934Subordinated debentures
    
    
    70,722
    
    
    
    70,722Capital leases
    
    
    37,852
    
    
    
    38,164Total interest expense
    
    
    1,045,638
    
    
    
    936,855Net interest income
    
    
    1,546,942
    
    
    
    1,250,893Provision for loan losses
    
    
    92,046
    
    
    
    85,000Net interest income after provision for loan losses
    
    
    1,454,896
    
    
    
    1,165,893Noninterest income:Service charges and other fees
    
    
    126,237
    
    
    
    87,932Gain on sales of securities available for sale, net
    
    
    
    
    
    
    13,147Gain on sale of loans
    
    
    9,782
    
    
    
    Other income
    
    
    5,477
    
    
    
    2,286Total noninterest income
    
    
    141,496
    
    
    
    103,365Noninterest expense:Salaries and benefits
    
    
    603,473
    
    
    
    464,702Occupancy and equipment
    
    
    200,923
    
    
    
    150,283Professional fees
    
    
    137,553
    
    
    
    87,967Franchise tax
    
    
    71,300
    
    
    
    63,050Data processing
    
    
    162,275
    
    
    
    100,925Marketing and advertising
    
    
    38,614
    
    
    
    43,897Stationery and supplies
    
    
    31,698
    
    
    
    17,418Intangible asset amortization
    
    
    57,333
    
    
    
    Other expenses
    
    
    119,730
    
    
    
    119,016Total noninterest expense
    
    
    1,422,899
    
    
    
    1,047,258Net earnings before income taxes
    
    
    173,493
    
    
    
    222,000Income tax expense
    
    
    58,493
    
    
    
    Net earnings
    
    $
    115,000
    
    
    $
    222,000Other comprehensive income (loss), net of tax
    
    
    (305,257
    )
    
    
    276,792Comprehensive income (loss)
    
    $
    (190,257
    )
    
    $
    498,792Basic earnings per share
    
    $
    0.05
    
    
    $
    0.10Diluted earnings per share
    
    $
    0.05
    
    
    $
    0.10Basic weighted average shares outstanding
    
    
    2,122,833
    
    
    
    2,118,750Diluted weighted average shares outstanding
    
    
    2,244,558
    
    
    
    2,180,894
   See notes to the
consolidated financial statements. 4.




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OHIO LEGACY CORP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
For the Three Months Ended March 31, 2005 and 2004
(Unaudited)   For the Three Months EndedMarch 31,2005
    
    
    2004Balance, beginning of period
    
    $
    17,240,374
    
    
    $
    16,044,467Net earnings
    
    
    115,000
    
    
    
    222,000Other comprehensive income:Reclassification adjustment for amounts realized on securities sales
included in net earnings
    
    
    
    
    
    
    (13,147
    )Net unrealized gain (loss) on available for sale securities
arising during the period, net of tax
    
    
    (305,257
    )
    
    
    289,939Other comprehensive income (loss), net of tax
    
    
    (305,257
    )
    
    
    276,792Proceeds from exercises of stock warrants and options
    
    
    136,500
    
    
    
    10,200Balance, end of period
    
    $
    17,186,617
    
    
    $
    16,553,459
   See notes to the
consolidated financial statements. 5.




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OHIO LEGACY CORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2005 and 2004
(Unaudited)   For the Three Months EndedMarch 31,2005
    
    
    2004Cash flows from operating activities:Net earnings
    
    $
    115,000
    
    
    $
    222,000Adjustments to reconcile net earnings to net cash from
operating activities:Depreciation and amortization, net
    
    
    137,810
    
    
    
    64,378Securities amortization and accretion
    
    
    35,966
    
    
    
    37,024Federal Home Loan Bank (FHLB) stock dividends
    
    
    (9,200
    )
    
    
    (5,200
    )Provision for loan losses
    
    
    92,046
    
    
    
    85,000Loss from Ohio Legacy Trust 1
    
    
    2,019
    
    
    
    Gain on sale of loans
    
    
    (9,782
    )
    
    
    Gain on sales of securities available for sale
    
    
    
    
    
    
    (13,147
    )Accretion of
fair value purchase accounting adjustments
    
    
    (40,473
    )
    
    
    Net change in:Accrued interest receivable and other assets
    
    
    (134,530
    )
    
    
    (111,212
    )Accrued interest payable and other liabilities
    
    
    92,762
    
    
    
    (24,865
    )Deferred loan fees
    
    
    28,621
    
    
    
    3,921Net cash provided by operating activities
    
    
    310,239
    
    
    
    257,899Cash flows from investing activities:Purchases of securities available for sale
    
    
    (3,459,730
    )
    
    
    (3,040,773
    )Purchase of certificate of deposit
    
    
    (100,000
    )
    
    
    Maturities, calls and paydowns of securities available for sale
    
    
    1,845,917
    
    
    
    1,541,386Proceeds from sale of securities available for sale
    
    
    
    
    
    
    2,966,602Proceeds from sale of loans
    
    
    257,418
    
    
    
    Purchase of federal bank stock
    
    
    
    
    
    
    (99,950
    )Net change in loans
    
    
    (9,744,831
    )
    
    
    (5,070,855
    )Participation loans purchased
    
    
    
    
    
    
    (2,500,000
    )Purchases of premises and equipment
    
    
    (73,228
    )
    
    
    (16,193
    )Net cash used by investing activities
    
    
    (11,274,454
    )
    
    
    (6,219,783
    )Cash flows from financing activities:Net change in deposits
    
    
    5,798,659
    
    
    
    4,672,374Repayment of capital lease obligations
    
    
    (2,183
    )
    
    
    (1,870
    )Proceeds from exercise of stock warrants and options
    
    
    136,500
    
    
    
    10,200Proceeds from FHLB advances
    
    
    
    
    
    
    5,000,000Repayments of FHLB advances
    
    
    (371,473
    )
    
    
    (362,810
    )Net cash provided by financing activities
    
    
    5,561,503
    
    
    
    9,317,894Net change in cash and cash equivalents
    
    
    (5,402,712
    )
    
    
    3,356,010Cash and cash equivalents at beginning of period
    
    
    16,989,323
    
    
    
    8,184,819Cash and cash equivalents at end of period
    
    $
    11,586,611
    
    
    $
    11,540,829Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    1,081,708
    
    
    $
    872,368Federal income taxes
    
    
    
    
    
    
    
   See notes to the
consolidated financial statements. 6.




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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 consolidated financial statements
include Ohio Legacy Corp (Ohio Legacy) and its wholly-owned subsidiary, Ohio Legacy Bank, National
Association (Bank). Intercompany transactions and balances are eliminated in consolidation.
References to the Company include Ohio Legacy, consolidated with its subsidiary, the Bank. Ohio Legacy is a bank holding company incorporated in July 1999 under the laws of the State of
Ohio. The Company began operations in October 2000. The Bank 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 and 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. 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, 2005, 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 generally accepted accounting
principles 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, 2004, 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 2004 Annual
Report that was filed as Exhibit 13 to the
December 31, 2004, Form 10-KSB/A. The Company has consistently followed those policies in
preparing this Form 10-QSB. Use of Estimates: To prepare financial statements in conformity with GAAP, management makes
estimates and assumptions based on available information. These estimates and assumptions affect
the amounts reported in the financial statements and the disclosures provided, and actual results
could differ. The allowance for loan losses and fair values of financial instruments are
particularly subject to change. Reclassifications: Some items in the prior year financial statements were reclassified to
conform to the current presentation. 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. Stock-based compensation: 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 earnings in the accompanying
consolidated statements of operations as all options and warrants granted had an exercise price
equal to the market price of the underlying common stock at the date of grant.   (Continued) 7.




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OHIO LEGACY CORP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)   NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The following table illustrates the effect on net earnings 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. Three Months Ended March 31,2005
    
    
    2004Net earnings as reported
    
    $
    115,000
    
    
    $
    222,000Deduct stock-based compensation expense
determined under fair value based method
    
    
    (47,000
    )
    
    
    (130,000
    )Pro forma net earnings
    
    $
    68,000
    
    
    $
    92,000Basic and diluted earnings per share as reported
    
    $
    0.05
    
    
    $
    0.10Pro forma basic and diluted earnings per share
    
    $
    0.03
    
    
    $
    0.04
 The fair value of common stock options and warrants was computed using the Black-Scholes option
pricing model. No options were granted during the first quarter of 2005. The following table
details the fair value and assumptions used to value stock options granted during the quarter ended
March 31, 2004, as of the grant date: 2004 StockOptionsFair value, calculated
    
    $
    6.25Exercise price
    
    
    12.00Risk-free interest rate, 10-year Treasury
    
    
    4.05
    %Expected stock price volatility
    
    
    32.99Expected dividend rate
    
    NoneExpected life
    
    10 years
   (Continued) 8.




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OHIO LEGACY CORP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)   NOTE 2  EARNINGS PER SHARE Basic earnings per share is net earnings divided by the weighted average number of shares
outstanding during the period. Diluted earnings 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 per share: Three Months Ended March 31,2005
    
    
    2004BASIC:Net earnings
    
    $
    115,000
    
    
    $
    222,000Weighted average common shares outstanding
    
    
    2,122,833
    
    
    
    2,118,750Basic earnings per share
    
    $
    0.05
    
    
    $
    0.10DILUTED:Net earnings
    
    $
    115,000
    
    
    $
    222,000Weighted average common shares outstanding
    
    
    2,122,833
    
    
    
    2,118,750Dilutive
effect of stock options and warrants
    
    
    121,725
    
    
    
    62,144Total common shares and dilutive potential
common shares
    
    
    2,244,558
    
    
    
    2,180,894Diluted earnings per share
    
    $
    0.05
    
    
    $
    0.10
 The following table details, as of March 31, dilutive potential common shares that were excluded
from the computation of diluted earnings per share during the periods then ended as the effect of
their exercise was antidilutive: Three Months Ended March 31,2005
    
    
    2004Stock options
    
    
    
    
    
    
    58,500Total
    
    
    
    
    
    
    58,500
 NOTE 3  LOANS AND LOAN COMMITMENTS Loans, by collateral type, were as follows at March 31, 2005, and December 31, 2004: March 31, 2005
    
    
    December 31, 2004Balance
    
    
    Percent
    
    
    Balance
    
    
    PercentResidential real estate
    
    $
    53,592,866
    
    
    
    37.5
    %
    
    $
    50,728,231
    
    
    
    38.0
    %Multifamily residential real estate
    
    
    9,902,695
    
    
    
    6.9
    
    
    
    10,147,946
    
    
    
    7.6Commercial real estate
    
    
    44,846,900
    
    
    
    31.4
    
    
    
    36,364,724
    
    
    
    27.2Construction
    
    
    10,505,556
    
    
    
    7.3
    
    
    
    13,315,449
    
    
    
    10.0Commercial
    
    
    11,567,150
    
    
    
    8.1
    
    
    
    10,709,713
    
    
    
    8.0Consumer
    
    
    12,586,395
    
    
    
    8.8
    
    
    
    12,250,004
    
    
    
    9.2Total loans
    
    
    143,001,562
    
    
    
    100.0
    %
    
    
    133,516,067
    
    
    
    100.0
    %Less: Allowance for loan losses
    
    
    (1,344,001
    )
    
    
    
    
    
    
    (1,263,655
    )Net deferred loan fees
    
    
    (196,961
    )
    
    
    
    
    
    
    (168,340
    )Loans, net
    
    $
    141,460,600
    
    
    
    
    
    
    $
    132,084,072
   (continued) 9.




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OHIO LEGACY CORP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)   NOTE 3  LOANS AND LOAN COMMITMENTS(Continued) Activity in the allowance for loan losses for the three months ended March 31 was as follows: 2005
    
    
    2004Balance, beginning of period
    
    $
    1,263,655
    
    
    $
    1,121,913Provision for loan losses
    
    
    92,046
    
    
    
    85,000Loans charged-off
    
    
    (12,221
    )
    
    
    (19,800
    )Recoveries
    
    
    521
    
    
    
    1,636Balance, end of period
    
    $
    1,344,001
    
    
    $
    1,188,749
 Loans individually considered impaired and nonaccrual loans were as follows at March 31, 2005, and December 31, 2004, and during the three months ended March 31, 2005 and 2004: March 31,
    
    
    December 31,2005
    
    
    2004Loans past due over 90 days still on accrual
    
    $
    
    
    
    $
    Nonaccrual loans
    
    
    1,161,563
    
    
    
    1,059,560Impaired loans
    
    $
    1,103,000
    
    
    $
    974,000Amount of the allowance for loan losses allocated
    
    
    148,000
    
    
    
    120,000
 Three months ended March 31,2005
    
    
    2004Interest income foregone on nonaccrual loans
    
    $
    21,136
    
    
    $
    736Average of impaired loans during the period
    
    $
    1,066,000
    
    
    $
    75,000Interest income recognized during impairment
    
    
    
    
    
    
    Cash-basis interest income recognized during impairment
    
    
    
    
    
    
    
 The contractual amount of loan commitments and unused lines of credit with off-balance sheet risk
was as follows at March 31, 2005, and December 31, 2004: March 31,
    
    
    December 31,2005
    
    
    2004Commitments to make loans:Variable-rate
    
    $
    1,832,019
    
    
    $
    5,471,000Fixed-rate
    
    
    280,500
    
    
    
    Unused lines of credit, variable-rate
    
    $
    17,224,680
    
    
    $
    17,015,000
 Commitments to make loans generally are made for periods of 60 days or less. The fixed-rate loan
commitment had an interest rate of 6.25% at March 31, 2005.   10.




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OHIO LEGACY CORP
MANAGEMENTS DISCUSSION AND ANALYSIS   
 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, 2005, and December 31, 2004, and results of operations and for the three months ended
March 31, 2005 and 2004. This discussion is provided to give shareholders a more comprehensive
review of the operating results and financial condition than could be obtained from an examination
of the financial statements alone. This analysis should be read in conjunction with the
consolidated financial statements and related footnotes and the selected financial data elsewhere
in this report. 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 subsidiary, Ohio Legacy Bank, N.A. (Bank). FORWARD-LOOKING STATEMENTS This Managements Discussion and Analysis of Financial Condition and Results of Operations (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, should, 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, capital
adequacy and liquidity are forward-looking statements. These forward-looking statements also
include, but are not limited to:  
    anticipated changes in industry conditions created by state and federal
legislation and regulations;
    anticipated changes in general interest rates and the impact of future interest
rate changes on our profitability, capital adequacy and the fair value of our financial
assets and liabilities;
    retention of our existing customer base and our ability to attract new customers;
    the development of new products and services and their success in the marketplace;
    the adequacy of the allowance for loan losses; and
    statements regarding our anticipated loan and deposit account growth, expense
levels, liquidity and capital resources and projections of earnings. These forward-looking statements involve known and unknown risks, uncertainties and other factors
which 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 herein include, but are not limited to:  
    competition in the industry and markets in which we operate;
    changes in general interest rates;
    rapid changes in technology affecting the financial services industry;
    changes in government regulation; and
    general economic and business conditions.   11.




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OHIO LEGACY CORP
MANAGEMENTS DISCUSSION AND ANALYSIS   OVERVIEW The following key factors summarize changes in our financial condition during the three months
ended March 31, 2005:  
    Total assets broke the $200 million mark, growing $5.4 million, or 3%;
    deposit growth totaled $5.8 million; and,
    net growth in the loan portfolio was a seasonally-strong $9.4 million, or 7%. The following key factors summarize our results of operations during the three months ended March
31, 2005:  
    The Company recognized federal income tax expense in 2005 due to the removal of
a valuation allowance on its deferred tax assets at December 31, 2004;
    increases in the cost of funds outpaced improvement in the yield on interest-earning assets;
    the Company incurred management succession costs of $41,000;
    a gain recorded on the sale of the Companys credit card portfolio totaled $10,000; and,
    the Company added a commercial lender and operations staff, resulting in an
increase in personnel expenses. 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 by considering the nature and volume of the
portfolio, information about specific borrower situations and estimated collateral values, local
and general economic conditions and other factors. We consider various factors when determining
the level of the provision for loan losses, including loan delinquencies. Loan quality is monitored
on a monthly basis by management and on a quarterly basis by an independent third party. 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 we believe the loan balance cannot be collected. FINANCIAL CONDITION  MARCH 31, 2005, COMPARED TO DECEMBER 31, 2004 Assets. At March 31, 2005, assets totaled $200.5 million, an increase of $5.4 million or 3%, from
December 31, 2004. This increase was funded primarily by a growth in deposits of $5.8 million,
offset somewhat by repayments of Federal Home Loan Bank (FHLB) advances. Securities. Total securities increased $1.2 million, or 3%, as we invested excess liquidity in
short-duration mortgage-backed securities (MBS), which should provide future liquidity through
principal repayments to fund growth in the loan portfolio. Approximately 46% of the securities
portfolio is variable rate and MBS comprise 78% of the portfolio. At March 31, 2005, we believe the
effective duration of our securities portfolio is 2.44 years. By purchasing adjustable-rate MBS, we
have sought to limit price degradation and reduce extension risk in a rising-rate environment. We
believe a 300 basis-point increase in the Treasury note yield curve would extend effective duration
of the securities portfolio to 3.52 years. Loans. At March 31, 2005, the loan portfolio, net of the allowance for loan losses and deferred
fees, totaled $141.5 million, an increase of $9.4 million from December 31, 2004. Approximately 88%
of the loans originated during the quarter were underwritten as commercial credits. Loans secured
by commercial real estate increased $8.5 million during the quarter, an increase of 23%. A decrease
of $2.8 million in the construction loan portfolio was offset by a $2.8 million increase in loans
secured by one-to-four family residential real estate.   (Continued) 12.




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OHIO LEGACY CORP
MANAGEMENTS DISCUSSION AND ANALYSIS   The weighted average rate on loans originated during the first quarter of 2005 was 6.64%. At March
31, 2005, approximately 19% of our loan portfolio reprices based on changes in the Prime rate and
42% is based on the three-year constant maturity Treasury rate. Approximately 28% of the loan
portfolio is fixed rate. After attempting to increase the size and improve the profitability of our credit card portfolio
during 2004, we decided to sell the loans to another financial institution during the first quarter
of 2005. Proceeds from the sale of the credit card portfolio were $257,000 and the recognized gain
was $10,000. Allowance for loan losses and asset quality. Nonperforming loans totaled $1.2 million at March 31,
2005, and $1.1 million at December 31, 2004. Loans are considered nonperforming if they are
impaired or if they are in nonaccrual status. Most of the
nonperforming loan balance was associated with two loans to one borrower, each secured by multifamily residential real estate.
These loans totaled $723,000 at March 31, 2005. The properties securing these loans were sold by
the borrower and the notes were refinanced to the purchasers of the properties in April 2005 with
no loss of principal. The allowance for loan losses
totaled $1.3 million at March 31, 2005. Our methodology for
determining the allowance for loan losses is described above under
Significant Accounting Polices. We continue to closely
monitor credit quality and delinquencies as our loan portfolio seasons and may increase the
allowance for loan losses if we believe losses are imminent. Accrued interest receivable and other assets.Accrued interest receivable was slightly higher at
March 31, 2005, than December 31, 2004, due to higher interest-earning asset balances in the
current year. Approximately $108,000 of the increase in other assets is attributable to prepaid
state franchise taxes, which are paid in the first half of the year and amortized to a zero balance
at the end of the year. The rest of the increase is attributable to changes in net deferred tax
asset. Increases in federal bank stock were the result of stock dividends from the FHLB. Deposits. Total deposits increased $5.8 million, or 3.7% during the first quarter of 2005 as core
deposit balances increased $3.6 million. However, demand deposit accounts decreased $2.1 million
while savings and money market accounts increased $5.6 million, evidencing the strong response to
the competitive pricing of our money market product. As a percentage of total deposits, core
deposits comprised 44% at each balance sheet date. Approximately 26% of the certificate of deposit (CD) portfolio will mature during the second half
of 2005. Additionally, 37% of the March 31, 2005, CD portfolio is comprised of a product that
allows the customer to change the rate paid on the CD one time during the term of the certificate.
Through March 31, 2005, only 15% of customers in this product have exercised that option. An
additional 7% of the CD portfolio is comprised of a product that adjusts monthly based on the
one-year constant maturity Treasury rate. This optionality in the CD portfolio and the volume of
CDs maturing in 2005 may result in higher rates being paid on these accounts if short-term
interest rates continue to increase and customers exercise their adjustment option. Federal Home Loan Bank advances. A $2.5 million FHLB advance will mature in June 2005. This
advance has a fixed rate of 2.02%. RESULTS OF OPERATIONS  THREE MONTHS ENDED MARCH 31, 2005 Net earnings totaled $115,000 for the three months ended March 31, 2005, or $0.05 per diluted
share, compared to $222,000, or $0.10 per diluted share during the first quarter of 2004. As noted
above, we did not recognize federal income tax expense in 2004 due to a valuation allowance on our
deferred tax assets. The remaining valuation allowance was removed at December 31, 2004, resulting
in the recognition of federal income tax expense in 2005. Earnings before federal income taxes
totaled $173,000 during the first quarter of 2005 compared to $222,000 in 2004. Net interest income. During the three months ended March 31, 2005, net interest income grew to
$1.5 million, compared to $1.2 million in the first quarter
of 2004 due to a higher level of interest-earning assets and
improvement in interest rate spread. Net interest income was
negatively impacted by a $46,000 charge to interest income related to nonaccrual loans during the
first quarter of 2005. Net interest margin increased   (Continued) 13.




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OHIO LEGACY CORP
MANAGEMENTS DISCUSSION AND ANALYSIS   to 3.31% in the first quarter of 2005 compared to 3.23% in 2004. Interest rate spread was 3.02%
compared to 2.93% in the year-ago period. Excluding the impact of the interest income charge-off,
margin and spread in 2005 were 3.41% and 3.12%, respectively. The following table sets forth information relating to our average balance sheets and reflects the
average yield on interest-earning assets, on a taxable-equivalent basis, 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. Three months ended March 31,2005
    
    
    2004Average
    
    
    Interest
    
    
    
    
    
    
    Average
    
    
    InterestOutstanding
    
    
    earned/
    
    
    Yield/
    
    
    outstanding
    
    
    earned/
    
    
    Yield/(Dollars in thousands)
    
    balance
    
    
    paid
    
    
    Rate
    
    
    balance
    
    
    paid
    
    
    RateAssetsInterest-earning assets:Interest-bearing deposits and federal funds sold
    
    $
    11,571
    
    
    $
    63
    
    
    
    2.21
    %
    
    $
    5,338
    
    
    $
    13
    
    
    
    0.95
    %Securities available for sale
    
    
    41,447
    
    
    
    388
    
    
    
    3.74
    
    
    
    37,415
    
    
    
    356
    
    
    
    3.81Securities held to maturity (1)
    
    
    647
    
    
    
    9
    
    
    
    5.38
    
    
    
    
    
    
    
    
    
    
    
    Federal agency stock
    
    
    1,376
    
    
    
    17
    
    
    
    5.06
    
    
    
    1,062
    
    
    
    13
    
    
    
    5.00Loans (2)
    
    
    135,003
    
    
    
    2,119
    
    
    
    6.36
    
    
    
    111,273
    
    
    
    1,806
    
    
    
    6.51Total interest-earning assets
    
    
    190,044
    
    
    
    2,596
    
    
    
    5.53
    
    
    
    155,088
    
    
    
    2,188
    
    
    
    5.66Noninterest-earning assets
    
    
    8,443
    
    
    
    
    
    
    
    
    
    
    
    6,308Total assets
    
    
    198,487
    
    
    
    
    
    
    
    
    
    
    
    161,396Liabilities and Shareholders EquityInterest-bearing liabilities:Interest-bearing demand deposits
    
    $
    11,526
    
    
    
    22
    
    
    
    .78
    %
    
    $
    9,194
    
    
    
    18
    
    
    
    0.79
    %Savings accounts
    
    
    26,910
    
    
    
    72
    
    
    
    1.08
    
    
    
    35,467
    
    
    
    91
    
    
    
    1.03Money market accounts
    
    
    21,529
    
    
    
    132
    
    
    
    2.49
    
    
    
    3,059
    
    
    
    6
    
    
    
    0.81Certificates of deposit
    
    
    89,512
    
    
    
    620
    
    
    
    2.81
    
    
    
    69,938
    
    
    
    624
    
    
    
    3.58Total interest-bearing deposits
    
    
    149,477
    
    
    
    846
    
    
    
    2.30
    
    
    
    117,658
    
    
    
    739
    
    
    
    2.52Other borrowings
    
    
    19,349
    
    
    
    200
    
    
    
    4.12
    
    
    
    19,903
    
    
    
    198
    
    
    
    3.98Total interest-bearing liabilities
    
    
    168,826
    
    
    
    1,046
    
    
    
    2.51
    
    
    
    137,561
    
    
    
    937
    
    
    
    2.73Noninterest-bearing demand deposits
    
    
    11,860
    
    
    
    
    
    
    
    
    
    
    
    6,903Noninterest-bearing liabilities
    
    
    563
    
    
    
    
    
    
    
    
    
    
    
    750Total liabilities
    
    
    181,249
    
    
    
    
    
    
    
    
    
    
    
    145,214Shareholders equity
    
    
    17,238
    
    
    
    
    
    
    
    
    
    
    
    16,182Total liabilities and shareholders equity
    
    $
    198,487
    
    
    
    
    
    
    
    
    
    
    $
    161,396Net interest income; interest-rate spread (3)
    
    
    
    
    
    $
    1,550
    
    
    
    3.02
    %
    
    
    
    
    
    $
    1,251
    
    
    
    2.93
    %Net earning assets
    
    $
    21,218
    
    
    
    
    
    
    
    
    
    
    $
    17,527Net interest margin (4)
    
    
    
    
    
    
    
    
    
    
    3.31
    %
    
    
    
    
    
    
    
    
    
    
    3.23
    %Average interest-earning assets to
interest-bearing liabilities
    
    
    1.13
    x
    
    
    
    
    
    
    
    
    
    
    1.13
    x
   (1)
    
    Presented on a taxable-equivalent basis(2)
    
    Net of net deferred loan fees and costs and loans in process. Nonaccrual loans are reported in noninterest-earning assets in this table(3)
    
    Interest rate spread represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.(4)
    
    Net interest margin represents net interest income, annualized, divided by average interest-earning assets. Interest income. The yield on assets fell to 5.53% during 2005 compared to 5.66% in 2004.
Excluding the impact of the interest reversal mentioned above, the yield on performing assets was
5.63%, an increase of 10 basis points from the fourth quarter of 2004. The yield on interest-bearing deposits in banks has increased in tandem with the target federal
funds rate, which has been raised several times since mid-2004. The yield on the securities
portfolio is lower in 2005 compared to 2004 as a result of early prepayments on MBS during 2004
when reinvestment rates were below the average rate of securities in the portfolio.   (Continued) 14.




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OHIO LEGACY CORP
MANAGEMENTS DISCUSSION AND ANALYSIS   We experienced significant prepayments and early retirements of loans during the second half of
2004, especially during the fourth quarter. The retirement of these higher yielding loans resulted
in a reduction of the yield earned on the portfolio in the first quarter of 2005. However, the
loans added to the portfolio during the first quarter of 2005 carried a higher rate than existing
loans in our portfolio. Interest expense. The
cost of funds increased 21 basis points during the first quarter of
2005 compared to the fourth quarter of 2004, primarily due to
a higher volume of and an increasing rate paid on money market accounts. The Company increased the
rate paid on money markets in response to competition. The cost of money markets was 2.49% during
the first quarter of 2005, although the average rate paid in March 2005 was 2.60%, an increase of
42 basis points from December 2004. A year ago, the average rate paid on money market accounts was
0.81%. The cost of certificates of deposit decreased in the first quarter of 2005, compared to the first
quarter of 2004, due to the rollover of a large pool of CDs during the second and third quarters of
2004. This pool contained $27.1 million of CDs with an average rate of 5.05% at December 31, 2004.
The downward repricing of these maturing certificates was a key driver of the improvement in spread
and margin experienced during 2004. The cost of certificates of deposit increased 8 basis points
during the first quarter of 2005 to 2.81% compared to the fourth quarter of 2004. Provision for loan losses. Net charge-offs and the provision for loan losses totaled $12,000 and
$92,000, respectively, during the first quarter of 2005. During the first quarter of 2004, net
charge-offs and provision for loan losses totaled $18,000 and $85,000, respectively. Most of the loans charged-off
in 2005 were in the consumer and credit card portfolios. As discussed above in Allowance for loan
losses, our provision for loan losses can be expected to increase during periods when we are
experiencing degradation in credit quality and as the risk of losses in the loan portfolio
increases with changes in the portfolios composition. Noninterest income. Noninterest income increased $38,000 during the first quarter of 2005 compared
to the first quarter of 2004, primarily due to a higher number of deposit accounts serviced in
2005. The Company sold its credit card portfolio during the first quarter of 2005. Proceeds from
the sale of the portfolio were approximately $257,000 and the gain on the sale was approximately
$10,000. Noninterest expense. Total noninterest expense increased to $1.4 million during 2005, a 36%
increase from 2004, but flat compared to the fourth quarter of 2004. The efficiency ratio
(annualized noninterest expense, excluding intangible asset amortization, divided by the sum of net
interest income and noninterest income, excluding gains on sales of loans and securities) increased
to 81.3% during the first quarter of 2005 compared to 78.1% during the first quarter of 2004. The
efficiency ratio increased primarily as a result of the reduction of net interest income resulting
from the reversal of nonaccrual interest and additional personnel and data processing expenses.
Annualized noninterest expense, excluding intangible asset amortization was 2.75% of average assets
in 2005 compared to 2.60% during the first quarter of 2004. Salaries and benefits were higher in 2005 due to the addition of a branch in Wooster and the hiring
of a commercial lender and operations personnel. We plan to continue investment in personnel in
2005, including the hiring of another commercial lender, a retail banking executive and operations
personnel. Employment costs will also increase in the fourth quarter of 2005 as we will need to
staff the banking location we are about to construct in North Canton, Ohio. Occupancy and equipment expenses increased with the addition of the Wooster Milltown banking office
in August 2004. We expect occupancy and equipment expense will increase somewhat during 2005 with
the construction of our fifth banking location and possible relocation of our operations staff to a
larger facility. Professional fees were higher
in the first quarter of 2005 due to management succession costs
related to the use of an executive search firm,
legal expenses related to the workout of the nonaccrual loans discussed above and consulting fees
incurred to assist management with performing due diligence on information technology service
contracts. Audit fees also increased in 2005 as a result of the Sarbanes-Oxley Act.   (Continued) 15.




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OHIO LEGACY CORP
MANAGEMENTS DISCUSSION AND ANALYSIS   Data processing expense increased during 2005 as a result of higher transaction volumes, more
deposit and loan accounts and additional services offered to customers, including set-up costs for
Internet banking and online bill payment. We launched Internet banking for retail customers in
March 2005 and plan to release online cash management services for commercial customers in May
2005. Income taxes. Because of net operating losses during the years prior to December 31, 2002, a
valuation allowance was recorded to offset deferred tax assets. We reversed the valuation allowance
during 2004, which offset income tax expense. The remaining valuation allowance was reversed on
December 31, 2004, and we began recording income tax expense in the first quarter of 2005. The
effective income tax rate during the first quarter of 2005 was 33.7%. CONTRACTUAL OBLIGATIONS, COMMITMENTS, CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS The following table presents, as of March 31, 2005, 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. Nine months
    
    
    Year ended December 31,(Dollars in thousands)
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    ThereafterCertificates of deposit
    
    $
    31,899
    
    
    $
    30,422
    
    
    $
    16,266
    
    
    $
    8,127
    
    
    $
    2,776
    
    
    $
    1,285FHLB advances
    
    
    5,128
    
    
    
    4,362
    
    
    
    5,434
    
    
    
    
    
    
    
    
    
    
    
    Subordinated debentures (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,325Capital lease obligations (2)
    
    
    120
    
    
    
    168
    
    
    
    179
    
    
    
    181
    
    
    
    181
    
    
    
    1,338Operating leases
    
    
    136
    
    
    
    182
    
    
    
    183
    
    
    
    183
    
    
    
    183
    
    
    
    685Deposits without maturity
    
    
    72,626
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   (1)
    
    The subordinated debentures are redeemable at par at the Companys option any time prior to
maturity, which is March 31, 2022.(2)
    
    Includes $1,200 of amounts allocable to interest payments over the remaining term of the
leases. Note 3 to the consolidated financial statements discloses in greater detail other loan
commitments and contingencies and the various obligations that exists under those agreements.   (Continued) 16.




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##### Table of Contents



OHIO LEGACY CORP
MANAGEMENTS DISCUSSION AND ANALYSIS   At March 31, 2005, we had no unconsolidated, related special purpose entities other than Ohio
Legacy Trust I, 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 engaging in derivatives contracts for speculative
trading purposes; however, we may pursue certain contracts, such as interest rate swaps, in our
efforts to execute a sound and defensive interest rate risk management policy. LIQUIDITY Liquidity refers to our ability to fund loan demand and customers deposit withdrawal needs and
to meet other commitments and contingencies. The purpose of liquidity management is to ensure
sufficient cash flow to meet all of our financial commitments and to capitalize on opportunities
for business expansion in the context of managing the Companys interest rate risk exposure. This
ability depends on our financial strength, asset quality and the types of deposit and loan
instruments we offer to our customers. Our principal sources of funds are deposits, loan and security repayments and maturities, sales of
securities, borrowings from the FHLB and capital transactions. Alternative sources of funds include
repurchase agreements and brokered CDs and the sale of loans. 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 our assessment of our need for funds, our expected
deposit flows, yields available on short-term liquid assets and the objectives of our
asset/liability management program. We have implemented a liquidity contingency funding plan that identifies liquidity thresholds and
red-flags that may provide evidence of impending liquidity crises. Additionally, the liquidity
contingency plan details specific actions to be taken by management and the Board of Directors and
identifies sources of emergency liquidity, both asset and liability-based, should we encounter a
liquidity crisis. We actively monitor liquidity risk and analyze various scenarios that could
impact our ability to access emergency funding in conjunction with our asset/liability and interest
rate risk management activities. During the first quarter of 2005, cash and cash equivalents decreased $5.4 million to $11.5 million
at
March 31, 2005. Cash and cash equivalents represented 5.8% of
total assets at March 31, 2005, and
8.7% of total assets at December 31, 2004. We invested excess liquid funds at December 31, 2004,
and $5.8 million of deposit growth into loans and securities during the first quarter of 2005. Our
loans to deposits and loans to interest-earning assets ratios increased during the first quarter of
2005 as loan growth has outpaced deposit growth. Approximately 35% of our fixed-term funding
sources (certificates of deposit and FHLB advances) will mature during the remainder of 2005. CAPITAL RESOURCES Total shareholders equity was $17.2 million at March 31, 2005, a decrease of $54,000 from
December 31, 2004. The decrease in equity was a result of sharply higher interest rates increasing
the unrealized loss on securities available for sale by $306,000, net of tax. This unrealized loss
was offset by earnings retention of $115,000 and $137,000 of proceeds from the exercise of stock
purchase warrants and stock options. Banks and bank holding companies 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.   17.




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##### Table of Contents



Actual and required capital amounts (in thousands) and ratios are presented below at March 31, 2005: To Be Well-Capitalized UnderFor Capital
    
    
    Prompt CorrectiveActual
    
    
    Adequacy Purposes
    
    
    Action ProvisionsAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    RatioTotal capital to risk-weighted assetsOhio Legacy Corp
    
    $
    21,760
    
    
    
    16.1
    %
    
    $
    10,789
    
    
    
    8.0
    %
    
    $
    13,487
    
    
    
    10.0
    %Ohio Legacy Bank
    
    
    20,363
    
    
    
    14.9
    
    
    
    10,868
    
    
    
    8.0
    
    
    
    13,585
    
    
    
    10.0Tier 1 capital to risk-weighted
assetsOhio Legacy Corp
    
    $
    20,416
    
    
    
    15.1
    %
    
    $
    5,395
    
    
    
    4.0
    %
    
    $
    8,092
    
    
    
    6.0
    %Ohio Legacy Bank
    
    
    19,019
    
    
    
    14.0
    
    
    
    5,434
    
    
    
    4.0
    
    
    
    8,151
    
    
    
    6.0Tier 1 capital to average assetsOhio Legacy Corp
    
    $
    20,416
    
    
    
    10.3
    %
    
    $
    7,952
    
    
    
    4.0
    %
    
    $
    9,940
    
    
    
    5.0
    %Ohio Legacy Bank
    
    
    19,019
    
    
    
    9.6
    
    
    
    7,947
    
    
    
    4.0
    
    
    
    9,934
    
    
    
    5.0
 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. 
 Item 3. Controls and Procedures As of March 31, 2005, an evaluation was conducted under the supervision and with the participation
of 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-15(e) 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. There was no change
in Ohio Legacy Corps internal control over financial reporting that occurred during the Companys
fiscal quarter ended March 31, 2005, that has materially affected, or is reasonably likely to
materially affect, Ohio Legacys Corps internal control over financial reporting.   18.




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##### Table of Contents



PART II  OTHER INFORMATION 
 Item 1. Legal Proceedings. There are no matters required to be reported under this item. 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. There are no matters required to be reported under this item. 
 Item 3. Defaults Upon Senior Securities. There are no matters required to be reported under this item. 
 Item 4. Submission of Matters to a Vote of Security Holders. 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.   19.




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Item 6. Exhibits. ExhibitNumber
    
    Note
    
    Description of Document3.1
    
    
    (1
    )
    
    Second Amended and Restated Articles of Incorporation of Ohio Legacy Corp3.2
    
    
    (2
    )
    
    Code of Regulations of Ohio Legacy Corp, as amended by Amendment No. 14.1
    
    
    (3
    )
    
    See Pages 1 through 9 of Exhibit 3.1 for provisions defining the rights of the holders of
common shares4.2
    
    
    (3
    )
    
    Form of Organizer Stock Purchase Warrant4.3
    
    
    (3
    )
    
    Form of Public Stock Purchase Warrant4.4
    
    
    (2
    )
    
    2004 Amendment to Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan of Ohio
Legacy Corp10.1
    
    
    (3
    )
    
    Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan10.2
    
    
    (4
    )
    
    2002 Amendment to Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan of Ohio
Legacy Corp10.3
    
    
    (3
    )
    
    Employment Agreement with Mr. Douce10.4
    
    
    (3
    )
    
    Employment Agreement with Mr. Pettit10.5
    
    
    (3
    )
    
    Lease Agreement dated August 24, 1999, by and among Jack K. and Heidi M. Gant and Ohio
Legacy Corp10.6
    
    
    (3
    )
    
    Lease Agreement dated November 30, 1999, by and between Schoeppner Properties and Ohio
Legacy Corp10.7
    
    
    (5
    )
    
    Employment Agreement with Mr. Boss10.8
    
    
    (5
    )
    
    Lease Agreement dated October 2001 by and between Shee-Brees, L.L.C. and Ohio Legacy Corp10.9
    
    
    (2
    )
    
    Change of Control Severance Agreement with Mr. Nadeau10.10
    
    
    (6
    )
    
    Assignment and assumption of lease by and among Unizan Bank, Ohio Legacy Bank and
Chesterland Productions, P.L.L. dated August 27, 200410.11
    
    
    (7
    )
    
    Employment Agreement with Mr. Kramer11
    
    
    
    
    
    Statement Regarding Computation of Per Share Earnings (incorporated by reference to
Note 2 on page 8 of the this Form 10-QSB)31.1
    
    
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer31.2
    
    
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer32.1
    
    
    
    
    
    Certification Pursuant To 18 U.S.C. Section 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
   (1)
    
    - Incorporated by reference to Registrants Form 10-QSB for the fiscal quarter ended June 30, 2003, filed on August 14, 2003(2)
    
    - Incorporated by reference to Registrants Form 10-KSB for the fiscal year ended December 31, 2003, filed on March 17, 2004(3)
    
    - Incorporated by reference to Registrants Form SB-2, File No. 333-38328, effective June 1, 2000(4)
    
    - Incorporated by reference to Registrants Form S-8, File No. 333-88842, effective May 22, 2002(5)
    
    - Incorporated by reference to Registrants Form 10-KSB for the fiscal year ended December 31, 2001, filed on April 1, 2002(6)
    
    - Incorporated by reference to Registrants Form 10-KSB for the fiscal year ended December 31, 2004, filed on March 22, 2005(7)
    
    - Incorporated by reference to Registrants Form 8-K filed on May 6, 2005   20.




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##### Table of Contents



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 16, 2005
    
    By: /s/ L. Dwight DouceL. Dwight Douce, President,Chief Executive Officer and DirectorDate: May 16, 2005
    
    By: /s/ Eric S. NadeauEric S. NadeauChief Financial Officer and Treasurer
   21.