<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 September 30, 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

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 [X] No [ ]

As of November 11, 2003, the latest practicable date, there were 2,118,000
shares of the issuer's Common Stock, without par value, issued and outstanding.

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

<PAGE>

                                OHIO LEGACY CORP
                                   FORM 10-QSB
                              THIRD QUARTER REPORT
                               SEPTEMBER 30, 2003

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
PART I - FINANCIAL INFORMATION

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

     Item 2. Management's Discussion and Analysis............................     16

     Item 3. Controls and Procedures.........................................     27

PART II - OTHER INFORMATION..................................................     28

SIGNATURES...................................................................     30
</TABLE>

                                                                              2.
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                                OHIO LEGACY CORP
                           CONSOLIDATED BALANCE SHEETS
                 As of September 30, 2003, and December 31, 2002

<TABLE>
<CAPTION>
                                                                           September 30,      December 31,
                                                                                2003              2002
                                                                           -------------     -------------
                                                                            (unaudited)
<S>                                                                        <C>               <C>
ASSETS
Cash and due from banks                                                    $   5,471,492     $   5,301,451
Federal funds sold and interest-bearing deposits in other institutions         8,062,000        10,418,000
                                                                           -------------     -------------
  Cash and cash equivalents                                                   13,533,492        15,719,451
Securities available for sale                                                 29,972,045        38,722,169
Loans, net                                                                    99,473,461        78,291,832
Federal agency stock                                                             846,700           318,900
Premises and equipment, net                                                    2,065,806         2,185,108
Accrued interest receivable and other assets                                   1,072,275           810,017
                                                                           -------------     -------------

      Total assets                                                         $ 146,963,779     $ 136,047,477
                                                                           =============     =============

LIABILITIES
Deposits:
  Noninterest-bearing demand                                               $   6,028,511     $   4,992,413
  Interest-bearing demand                                                      8,622,324         7,206,953
  Savings                                                                     42,360,565        39,886,817
  Certificates of deposit                                                     64,226,879        62,805,167
                                                                           -------------     -------------
    Total deposits                                                           121,238,279       114,891,350
Federal Home Loan Bank advances                                                5,000,000                 -
Other borrowed funds                                                                   -           105,000
Trust preferred securities                                                     3,325,000         3,325,000
Capital lease obligations                                                        978,446           983,439
Accrued interest payable and other liabilities                                   673,061         1,739,633
                                                                           -------------     -------------
    Total liabilities                                                        131,214,786       121,044,422

SHAREHOLDERS' EQUITY
Preferred stock, no par value, 500,000 shares authorized,
  none outstanding                                                                     -                 -
Common stock, no par value, 5,000,000 shares authorized,
  2,115,700 and 1,965,700 shares issued and outstanding at
  September 30, 2003, and December 31, 2002, respectively                     17,678,955        16,546,465
Accumulated deficit                                                           (1,743,585)       (2,164,585)
Accumulated other comprehensive income (loss)                                   (186,377)          621,175
                                                                           -------------     -------------
    Total shareholders' equity                                                15,748,993        15,003,055
                                                                           -------------     -------------

      Total liabilities and shareholders' equity                           $ 146,963,779     $ 136,047,477
                                                                           =============     =============
</TABLE>

               See notes to the consolidated financial statements.

                                                                              3.
<PAGE>

                                OHIO LEGACY CORP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         For the Three and Nine Months Ended September 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        For the Three Months Ended       For the Nine Months Ended
                                                               September 30,                   September 30,
                                                        ---------------------------     ---------------------------
                                                            2003            2002            2003            2002
                                                        -----------     -----------     -----------     -----------
<S>                                                     <C>             <C>             <C>             <C>
Interest income:
   Loans                                                $ 1,621,437     $ 1,316,349     $ 4,566,173     $ 3,628,798
   Securities                                               278,570         402,154       1,072,785       1,048,610
   Federal funds sold and other                              23,664          21,854          87,180          95,012
                                                        -----------     -----------     -----------     -----------
     Total interest income                                1,923,671       1,740,357       5,726,138       4,772,420

Interest expense:
   Deposits                                                 770,067         869,325       2,397,339       2,615,748
   Other borrowings                                         113,365         112,242         337,119         243,497
                                                        -----------     -----------     -----------     -----------
     Total interest expense                                 883,432         981,567       2,734,458       2,859,245
                                                        -----------     -----------     -----------     -----------

Net interest income                                       1,040,239         758,790       2,991,680       1,913,175

Provision for loan losses                                   146,000         104,000         303,500         354,956
                                                        -----------     -----------     -----------     -----------

Net interest income after provision for loan losses         894,239         654,790       2,688,180       1,558,219

Noninterest income:
   Service charges and other fees                            89,094          64,862         241,350         181,073
   Gain on sales of securities available for sale            41,753               -         116,242               -
   Other income                                               3,145           2,410           8,121           6,233
                                                        -----------     -----------     -----------     -----------
     Total other income                                     133,993          67,272         365,713         187,306

Noninterest expense:
   Salaries and benefits                                    423,008         306,395       1,159,050         820,562
   Occupancy and equipment                                  143,459         126,905         420,430         346,625
   Professional fees                                         80,707          81,971         290,512         179,389
   Franchise tax                                             44,921          20,027         139,918          68,396
   Data processing                                           84,616          57,867         237,192         168,555
   Marketing and advertising                                 22,860          15,307          76,757          53,155
   Stationery and supplies                                   21,299          17,706          61,394          66,784
   Other expenses                                            82,361          51,535         247,640         163,370
                                                        -----------     -----------     -----------     -----------
     Total noninterest expense                              903,231         677,713       2,632,893       1,866,836
                                                        -----------     -----------     -----------     -----------

Income before income taxes                                  125,000          44,349         421,000        (121,311)

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

Net income (loss)                                       $   125,000     $    44,349     $   421,000     $  (121,311)
                                                        ===========     ===========     ===========     ===========

Basic earnings (loss) per share                         $      0.06     $      0.05     $      0.20     $     (0.13)
Diluted earnings (loss) per share                       $      0.06            0.05            0.20           (0.13)

Basic weighted average shares outstanding                 2,115,700         965,500       2,106,359         965,500
Diluted weighted average shares outstanding               2,119,627         965,500       2,108,479         965,500
</TABLE>

               See notes to the consolidated financial statements.

                                                                              4.
<PAGE>

                                OHIO LEGACY CORP
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
         For the Three and Nine Months Ended September 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         For the Three Months Ended         For the Nine Months Ended
                                                                September 30,                     September 30,
                                                        -----------------------------     -----------------------------
                                                            2003             2002             2003             2002
                                                        ------------     ------------     ------------     ------------
<S>                                                     <C>              <C>              <C>              <C>
Net income (loss)                                       $    125,000     $     44,349     $    421,000     $   (121,311)

Other comprehensive income (loss):
   Reclassification adjustment for amounts
     realized on securities sales included in
     net income                                              (41,753)               -         (116,242)               -
   Net unrealized gain (loss) on available for sale
     securities arising during the period                   (665,110)         401,446         (691,310)         591,775
                                                        ------------     ------------     ------------     ------------

Comprehensive income (loss)                             $   (581,863)    $    445,795     $   (386,552)    $    470,464
                                                        ============     ============     ============     ============
</TABLE>

               See notes to the consolidated financial statements.

                                                                              5.
<PAGE>

                                OHIO LEGACY CORP
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
         For the Three and Nine Months Ended September 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     For the Three Months Ended         For the Nine Months Ended
                                                            September 30                      September 30,
                                                    -----------------------------     -----------------------------
                                                        2003             2002             2003             2002
                                                    ------------     ------------     ------------     ------------
<S>                                                 <C>              <C>              <C>              <C>
Balance, beginning of period                        $ 16,330,856     $  6,941,019     $ 15,003,055     $  6,916,350

Net income (loss)                                        125,000           44,349          421,000         (121,311)

Change in accumulated other
   comprehensive income (loss)                          (706,863)         401,446         (807,552)         591,775

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                              $ 15,748,993     $  7,386,814     $ 15,748,993     $  7,386,814
                                                    ============     ============     ============     ============
</TABLE>

               See notes to the consolidated financial statements.

                                                                              6.
<PAGE>

                                OHIO LEGACY CORP
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Nine Months Ended September 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     2003             2002
                                                                                 ------------     ------------
<S>                                                                              <C>              <C>
Cash flows from operating activities:
   Net income (loss)                                                             $    421,000     $   (121,311)
   Adjustments to reconcile net income (loss) to net cash from
     operating activities:
     Depreciation                                                                     187,591          158,188
     Securities amortization and accretion                                            196,755          (51,848)
     Provision for loan losses                                                        303,500          354,956
     Gain on sales of securities available for sale                                  (116,242)               -
     Net change in:
       Accrued interest receivable and other assets                                   (88,554)        (359,918)
       Accrued interest payable and other liabilities                                 (41,924)         252,086
       Deferred loan fees                                                              65,190           18,899
                                                                                 ------------     ------------
         Net cash provided (used) by operating activities                             927,316          251,052

Cash flows from investing activities:
   Purchases of securities available for sale                                     (32,653,659)     (23,407,400)
   Maturities, calls and paydowns of securities available for sale                 25,140,645        9,479,043
   Proceeds from sale of securities available for sale                             14,176,721                -
   Purchase of stock of federal agencies                                             (527,800)         (68,800)
   Net change in loans                                                            (21,550,319)     (23,717,837)
   Purchase of premises and equipment                                                 (68,289)        (343,340)
                                                                                 ------------     ------------
         Net cash used by investing activities                                    (15,482,701)     (38,058,334)

Cash flows from financing activities:
   Net change in deposits                                                           6,346,929       35,584,530
   Repayment of capital lease obligations                                              (4,993)          (9,149)
   Proceeds from (Repayments of) other borrowed funds                                (105,000)         105,000
   Proceeds from Federal Home Loan Bank advances                                    5,000,000                -
   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                                 12,369,426       38,925,381
                                                                                 ------------     ------------

Increase (Decrease) in cash and cash equivalents                                   (2,185,959)       1,118,099
Cash and cash equivalents at beginning of period                                   15,719,451        8,698,438
                                                                                 ------------     ------------

Cash and cash equivalents at end of period                                         13,533,492        9,816,537
                                                                                 ============     ============

Supplemental disclosures of cash flow information:
   Cash paid during the year for:
     Interest                                                                    $  2,797,495     $  2,792,059
     Federal income taxes                                                                   -                -
   Noncash transactions:
     Building acquired under capitalized lease obligation                                   -          453,000
</TABLE>

               See notes to the consolidated financial statements.

                                                                              7.
<PAGE>

                                OHIO LEGACY CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         As of and for the Nine Months Ended September 30, 2003 and 2002

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, N.A.
("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 September 30, 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: The Financial Accounting Standards Board
recently issued Statement of Financial Accounting Standards ("SFAS") No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities,"
and SFAS No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity." SFAS No. 149 will not affect
the Company's financial condition or results of operation as it does not engage
in derivative instruments. SFAS No. 150 did not affect the Company's financial
condition as the Company classified trust preferred securities as a liability
prior to the issuance of the statement, commensurate with the conclusions of
SFAS No. 150. On October 1, 2003, the Company adopted Interpretation 46,
"Consolidation of Variable Interest Entities." The adoption of Interpretation 46
did not affect the Company's financial condition or operating results.

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
         As of and for the Nine Months Ended September 30, 2003 and 2002

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         For the Nine Months Ended
                                                                September 30,                     September 30,
                                                        -----------------------------     -----------------------------
                                                            2003             2002             2003             2002
                                                        ------------     ------------     ------------     ------------
<S>                                                     <C>              <C>              <C>              <C>
BASIC:
Net income (loss)                                       $    125,000     $     44,349     $    421,000     $   (121,311)

Weighted average common shares outstanding                 2,115,700          965,500        2,106,359          965,500
                                                        ------------     ------------     ------------     ------------

         Basic earnings (loss) per share                $       0.06     $       0.05     $       0.20     $      (0.13)
                                                        ============     ============     ============     ============

DILUTED:
Net income (loss)                                       $    125,000     $     44,349     $    421,000     $   (121,311)

Weighted average common shares outstanding                 2,115,700          965,500        2,106,359          965,500
Dilutive effect of stock options                               3,927                -            2,120                -
                                                        ------------     ------------     ------------     ------------
   Total common shares and dilutive potential
       common shares                                       2,119,627          965,500        2,108,479          965,500
                                                        ------------     ------------     ------------     ------------

         Diluted earnings (loss) per share              $       0.06     $       0.05     $       0.20     $      (0.13)
                                                        ============     ============     ============     ============

Dilutive potential common shares excluded
   from computation of diluted earnings per share
   as the effect of their exercise is antidilutive:
       Stock warrants                                        339,600          339,800          339,600          339,800
       Stock options                                          86,500           87,000           95,000           87,000
                                                        ------------     ------------     ------------     ------------
         Total                                               426,100          426,800          434,600          426,800
                                                        ============     ============     ============     ============
</TABLE>

Stock 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 income (loss) in the accompanying 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.

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

                                   (Continued)

                                                                              9.
<PAGE>

                                OHIO LEGACY CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         As of and for the Nine Months Ended September 30, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

<TABLE>
<CAPTION>
                                                   For the Three Months Ended         For the Nine Months Ended
                                                          September 30,                     September 30,
                                                  -----------------------------     -----------------------------
                                                      2003             2002             2003             2002
                                                  ------------     ------------     ------------     ------------
<S>                                               <C>              <C>              <C>              <C>
Net income (loss) as reported                     $    125,000     $     44,349     $    421,000     $   (121,311)
Deduct stock-based compensation expense
   determined under fair value based method            (73,608)         (62,458)        (241,281)        (219,391)
                                                  ------------     ------------     ------------     ------------

Pro forma net income (loss)                       $     51,392     $    (18,109)    $    179,719     $   (340,702)
                                                  ============     ============     ============     ============

Basic earnings (loss) per share as reported       $       0.06     $       0.05     $       0.20     $      (0.13)
Pro forma basic earnings (loss) per share                 0.02            (0.02)            0.09            (0.35)

Diluted earnings (loss) per share as reported     $       0.06     $       0.05     $       0.20     $      (0.13)
Pro forma diluted earnings (loss) per share               0.02            (0.02)            0.09            (0.35)
</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 nine months ended September 30,
2003 and 2002, as of the grant date:

<TABLE>
<CAPTION>
                                               August 2003      February 2003     February 2002
                                              Stock Options     Stock Options     Stock Options
                                              -------------     -------------     -------------
<S>                                           <C>               <C>               <C>
Fair value, calculated                        $        4.20     $        2.77     $        3.90
Exercise price                                         9.70              8.50             10.00
Risk-free interest rate, 10-year Treasury              4.54%             3.94%             4.95%
Expected stock price volatility                       20.01              None              None
Expected dividend rate                                 None              None              None
Expected life                                      10 years          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
         As of and for the Nine Months Ended September 30, 2003 and 2002

NOTE 2 - SECURITIES

Securities available for sale at September 30, 2003, and December 31, 2002, were
as follows:

<TABLE>
<CAPTION>
                                                                             Gross               Gross
                                                         Fair             Unrealized          Unrealized
                                                         Value               Gains              Losses
                                                   -----------------   -----------------   -----------------
<S>                                                <C>                 <C>                 <C>
September 30, 2003
   U.S. Government agencies and corporations       $      10,456,117   $          45,007   $        (269,321)
   Mortgage-backed securities                             19,515,928             157,564            (119,627)
                                                   -----------------   -----------------   -----------------

       Total                                       $      29,972,045   $         202,571   $        (388,948)
                                                   =================   =================   =================

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 September 30, 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>
   U.S. Government agencies
     and corporations              $         -            -%  $      3,058         3.52%   $      7,399        3.38%
   Mortgage-backed securities                -            -              -            -          19,516        3.09
                                   -----------  -----------    -----------   ----------    ------------   ---------

       Total                       $         -            -%  $      3,058         3.52%   $     26,914        3.17%
                                   ===========  ===========   ============   ==========    ============   =========
</TABLE>

Proceeds from the sales of securities during the three and nine months ended
September 30, 2003, were $5,961,835 and $14,176,721, respectively. The gains
recognized on sales during the three and nine months ended September 30, 2003,
were $71,122 and $145,611, respectively. Losses on securities sold during the
three and months ended September 30, 2003, were $29,369. No securities were sold
during those periods in 2002.

Securities with a fair value of $10,978,554 were pledged as collateral for
public funds deposits and Federal Home Loan Bank advances at September 30, 2003.

                                   (Continued)

                                                                             11.
<PAGE>

                                OHIO LEGACY CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         As of and for the Nine Months Ended September 30, 2003 and 2002

NOTE 3 - LOANS

Loans, by collateral type, were as follows at September 30, 2003, and December
31, 2002:

<TABLE>
<CAPTION>
                                                        September 30, 2003                December 31, 2002
                                                  -----------------------------    -----------------------------
                                                        Balance         Percent          Balance         Percent
                                                  -------------------   -------    -------------------   -------
<S>                                               <C>                   <C>        <C>                   <C>
Residential real estate                           $        38,564,269     38.3%    $        31,345,865     39.6%
Multifamily residential real estate                         6,254,780      6.2               6,732,072      8.5
Commercial real estate                                     23,341,924     23.2              18,385,467     23.2
Construction                                                8,990,529      8.9               4,636,473      5.8
Commercial                                                 12,599,724     12.5              10,205,592     12.9
Consumer and home equity                                   10,952,110     10.9               7,925,119     10.0
                                                  -------------------   ------     -------------------   ------
     Total loans                                          100,703,336    100.0%             79,230,588    100.0%
                                                                        ======                           ======
   Less: Allowance for loan losses                         (1,063,139)                        (837,210)
         Net deferred loan fees                              (166,736)                        (101,546)
                                                  -------------------              -------------------

             Loans, net                                    99,473,461              $        78,291,832
                                                  ===================              ===================
</TABLE>

Activity in the allowance for loan losses for the three and nine months ended
September 30, 2003 and 2002, was as follows:

<TABLE>
<CAPTION>
                                                      For the Three Months Ended        For the Nine Months Ended
                                                             September 30,                     September 30,
                                                    ------------------------------    -----------------------------
                                                         2003             2002             2003            2002
                                                    -------------    -------------    -------------   -------------
<S>                                                 <C>              <C>              <C>             <C>
Balance, beginning of period                        $     966,413    $     635,133    $     837,210   $     385,923
Provision for loan losses                                 146,000          104,000          303,500         354,956
Loans charged-off                                         (49,979)               -          (80,547)         (1,746)
Recoveries                                                    705                -            2,976               -
                                                    -------------    -------------    -------------   -------------

Balance, end of period                              $   1,063,139    $     739,133    $   1,063,139   $     739,133
                                                    =============    =============    =============   =============

Allowance for loan losses, percent of total loans            1.06%            0.98%
                                                    =============    =============
</TABLE>

There were no loans on nonaccrual status or past due 90 days or more and
accruing interest at September 30, 2003, or at December 31, 2002. Impaired loans
were as follows at September 30, 2003.

<TABLE>
<CAPTION>
                                                              September 30, 2003
                                                              ------------------
<S>                                                           <C>
Impaired loan with allocated allowance for loan losses           $    124,000
Amount of the allowance for loan losses allocated                $     24,000
</TABLE>

<TABLE>
<CAPTION>
                                                 Three Months Ended     Nine Months Ended
                                                 September 30, 2003     September 30, 2003
                                                 ------------------     ------------------
<S>                                              <C>                    <C>
Average of impaired loans during the period         $     81,000           $      27,000

Interest income recognized during impairment        $      1,446           $       1,446
Cash-basis interest income recognized               $          -           $           -
</TABLE>

There were no impaired loans at December 31, 2002, or during the three or nine
months ended September 30, 2002.

                                   (Continued)

                                                                             12.
<PAGE>

                                OHIO LEGACY CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         As of and for the Nine Months Ended September 30, 2003 and 2002

NOTE 4 - FEDERAL HOME LOAN BANK ADVANCES

The following table details Federal Home Loan Bank ("FHLB") advances as of
September 30, 2003:

<TABLE>
<CAPTION>
                                                      September 30,
                                                           2003
                                                    -----------------
<S>                                                 <C>
Three-year, constant monthly payment advance
   2.26% fixed rate, maturing October 1, 2006       $       3,000,000
Four-year, constant monthly payment advance
   2.57% fixed rate, maturing October 1, 2007               2,000,000
                                                    -----------------

     Total                                          $       5,000,000
                                                    =================
</TABLE>

The advances were collateralized by investment securities. As of September 30,
2003, the Bank had approximately $5,100,000 still available for future advances
based upon securities pledged as collateral at that date.

NOTE 5 - COMMON STOCK 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.

NOTE 6 - 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.

The following types of awards may be granted under the Stock Ownership Plan to
eligible persons: nonqualified stock options, incentive stock options and
restricted stock. Under the Stock Ownership Plan, each nonemployee Director will
be granted 2,500 nonqualified options at the time or soon after that person
first becomes a Director. This initial option grant will vest annually in equal
amounts over a three-year term. In addition, each nonemployee Director will
receive an annual grant of 1,000 nonqualified options during his or her tenure
on the Board, which will vest immediately. Options granted to employees and
officers of the Company vest annually in equal amounts over three years. The
exercise price of an option shall not be less than the fair market value of the
underlying common stock on the date of the grant. In the event of a change in
control of the 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 the options with an equivalent
entitlement.

                                   (Continued)

                                                                             13.
<PAGE>

                                OHIO LEGACY CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         As of and for the Nine Months Ended September 30, 2003 and 2002

NOTE 6 - STOCK-BASED COMPENSATION (CONTINUED)

The following table details stock option grants under the Stock Ownership Plan
during the nine months ended September 30, 2003 and 2002:

<TABLE>
<CAPTION>
                                         2003                      2002
                                ----------------------     ----------------------
                                              Weighted                   Weighted
                                               Average                    Average
                                              Exercise                   Exercise
                                 Options        Price       Options        Price
                                ---------     --------     ---------     --------
<S>                             <C>           <C>          <C>           <C>
Outstanding at January 1           87,000     $  10.00             -     $      -

Granted                            52,750         8.70        89,500        10.00
Forfeited                            (500)       10.00        (2,500)       10.00
Exercised                               -            -             -            -
                                ---------                   --------

Outstanding at September 30       139,250     $   9.51        87,000     $  10.00
                                =========     ========     =========     ========

Exercisable at September 30        47,167     $   9.65        11,000     $  10.00
                                =========     ========     =========     ========

Weighted average remaining
  contractual life              8.8 years                  9.4 years
</TABLE>

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 September 30, 2003, and December 31, 2002, there were 98,200
exercisable Director Warrants.

NOTE 7 - 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. At September 30, 2003, there were 192,300
warrants outstanding.

                                   (Continued)

                                                                             14.
<PAGE>

                                OHIO LEGACY CORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
         As of and for the Nine Months Ended September 30, 2003 and 2002

NOTE 8 - 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 September 30, 2003, and December 31, 2002:

<TABLE>
<CAPTION>
                                          September 30,     December 31,
                                               2003              2002
                                          -------------     -------------
<S>                                       <C>               <C>
Commitments to make loans:
   Variable-rate                          $   9,980,000     $   6,752,000
   Fixed-rate                                 2,500,000         1,473,000

Unused lines of credit, variable-rate     $  14,295,000     $   8,908,000
</TABLE>

Commitments to make loans generally are made for periods of thirty days or less.
The fixed-rate loan commitments have interest rates ranging from 3.00% to 6.50%
at September 30, 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 9 - 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. Although the Bank's capital ratios at
September 30, 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.

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. During the third quarter of 2003, in response to progress made by
management under the terms of the agreement, the OCC notified the Bank that
Article VI of the OCC Agreement will be modified effective October 1, 2003.
Previously, the Bank's average asset growth was restricted to no greater than 5%
each calendar quarter. The modification relieved the Bank of the quarterly
compliance requirement and implemented an annual growth restriction of no
greater than 22% over the Bank's average assets during the third quarter of
2003. The annual growth restriction will remain in place until the OCC agrees
that the Bank has achieved compliance with the strategic and staffing plans
submitted to the OCC in late 2002.

                                   (Continued)

                                                                             15.
<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 September 30, 2003, and December 31, 2002, and its
results of operations for the three and nine months ended September 30, 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, N.A. ("Bank") and
Ohio Legacy Trust I ("Trust"). We have rounded the amounts disclosed in this
section to promote ease in reading.

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:

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

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

    -    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 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:

    -    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.

                                   (Continued)

                                                                             16.
<PAGE>

BACKGROUND

Formed in 1999, Ohio Legacy Corp is a bank holding company that owns all of the
common stock of Ohio Legacy Bank, N.A., 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. 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, 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 we believe we will be unable to collect a loan balance.

We consider various factors, including portfolio risk, economic environment and
loan delinquencies, in our determination of the level of the provision for loan
losses. Loan quality is monitored on a monthly basis by management and 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 by utilizing an
independent third party.

FINANCIAL CONDITION

Assets. At September 30, 2003, total assets were $147.0 million, as compared to
$136.0 million at December 31, 2002, an 8.0% increase of $11.0 million. This
increase was funded by a growth in deposits of $6.3 million, borrowings from the
Federal Home Loan Bank of $5.0 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 included herein). Under the OCC
Agreement, the Bank's average assets could not increase by more than 5% during
each calendar quarter. During the third quarter of 2003, the OCC modified the
OCC Agreement by changing the quarterly restriction to an annual growth
restriction of 22%, effective October 1, 2003. The effect of this modification
is to permit us to opportunistically increase borrowings and "lock in" low cost
funds to support long-term asset growth. The annual growth restriction will
remain in place until the OCC agrees that we have achieved compliance with the
strategic and staffing plans we submitted to the OCC in late 2002.

Securities. Total securities decreased by $8.8 million during the first nine
months of 2003. The decrease in securities came through sales transactions and
the calls of agency notes as interest rates declined during the first half of
2003. During the first nine months of 2003, proceeds of $14.2 million from the
sales of securities were used to fund loan growth. We anticipate continued
growth in loan originations through the remainder of 2003 and, thus, have given
preference to mortgage-backed securities, which comprised 65% of our securities
portfolio at September 30, 2003, to provide an additional source of liquidity
through principal paydowns.

Loans. At September 30, 2003, the loan portfolio (before the allowance for loan
losses and deferred fees) was $100.7 million, an increase of $21.5 million from
December 31, 2002, and $12.2 million during the third quarter of 2003. We
believe the growth in the commercial and commercial real estate loan portfolios
has been the outcome of

                                   (Continued)

                                                                             17.
<PAGE>

our concerted effort to provide quality service on a timely basis. This growth
also reflects our strategy of weighting the Bank's loan portfolio toward
commercial and commercial real estate loans. The increase in construction loans
reflects improved weather conditions during the third quarter, which previously
delayed many projects, and a stabilizing economic outlook. The increase in
residential real estate loans is the result of historically low interest rates
on consumer single-family loans during the first half of 2003 as well as an
increase in commercial loans secured by the primary residence of small business
owners. Note 4 to the consolidated financial statements presents loans
categorized by the primary collateral securing the loan, rather than the intent
of the loan proceeds.

We are mindful of maintaining or improving our yield on loans and net interest
margin overall. We have been unwilling to sacrifice underwriting standards to
book higher-yielding loans and are reluctant, currently, to lock in low-rate
assets over the three- to five-year horizon. Nonetheless, we may encounter a
reduction in our loan yield in the short-term as we offer competitive
variable-rate products to generate loan growth. Additionally, we may continue to
modify existing loans in our portfolio to retain customers and look forward to
future higher yields as general interest rates rise and our loan portfolio rates
reprice upward.

Allowance for loan losses and asset quality. The allowance for loan losses
increased to $1.1 million, or 1.06% of total loans at September 30, 2003, from
$837,000, or 1.06% of total loans at December 31, 2002. Asset quality remained
strong at September 30, 2003. No loans were on nonaccrual status and no loans
were past due greater than 90 days. The Bank had one impaired loan at September
30, 2003, with $24,000 of the allowance for loan losses allocated to it. The
Bank had no impaired loans, no nonperforming loans and no loans on nonaccrual
status at December 31, 2002.

Charge-offs during the nine months of this year totaled $81,000, mostly from the
consumer loan category, with recoveries of previously charged-off loans of
$3,000. Charge-offs during the third quarter of 2003 totaled $50,000. As noted
above, an impaired loan was specifically allocated $24,000 of the allowance for
loan losses. While the remainder of the balance of the allowance for loan losses
is available for losses on all loan types, management allocated the allowance
balance at September 30, 2003, as follows: 17.3% to residential and multifamily
real estate loans, 54.4% to commercial real estate and home equity loans, 23.8%
to non-mortgage commercial loans and 4.5% to non-mortgage consumer loans. See
"Significant Accounting Policies - Allowance for loan losses" above.

Federal agency stock, accrued interest receivable and other assets. The Bank
became a member of the Federal Home Loan Bank of Cincinnati ("FHLB") in June
2003. The Bank was required to purchase stock in the FHLB. Additionally, as a
member of the Federal Reserve Bank ("FRB"), the Bank must purchase shares of the
FRB based on the Bank's capital balance. During the nine months ended September
30, 2003, the Bank purchased $527,800 of stock in these agencies.

Accrued interest receivable increased as a result of higher balances of
interest-earning assets at September 30, 2003, compared to December 31, 2002.
Additionally, prepaid franchise tax expense was higher as of September 30, 2003,
compared to December 31, 2002, as the tax is paid early in the year and balance
is amortized to $0 over a calendar year.

Premises and equipment, net. During the third quarter of 2003, the Company
leased property for its operations personnel. The lease is for twenty-four
months and is accounted for as an operating lease. The opening of this location
required the purchase of some furniture and office equipment.

Deposits. Total deposits increased $2.6 million and $6.3 million during the
quarter and nine months ended September 30, 2003, respectively, to $121.2
million. The majority of that growth came from transaction and savings accounts.
Certificate of deposit accounts ("CDs") comprised 53% and 55% of our deposit
portfolios at September 30, 2003, and December 31, 2002, respectively. We have
experienced significant turnover in our CD portfolio during the first half of
2003; approximately 27% of our portfolio matured between January and June 2003.
However, we have been successful in keeping a high percentage of those accounts
in the Bank with what we believe to be consistently strong customer service and
competitive rates.

Approximately 83% of the Bank's CD portfolio will mature during the twelve
months ending September 30, 2004. The weighted average rate of the CDs scheduled
to mature over the next twelve months is 3.90%. At

                                   (Continued)

                                                                             18.
<PAGE>

September 30, 2003, the average rate currently offered on new, like-kind
certificates of deposit was 2.19%. The Company has the opportunity to decrease
its cost of funds significantly over the next twelve months if the current low
interest rate environment continues and we can retain customers once their
accounts mature. However, the largest pool of maturities over the next twelve
months will occur between February and June 2004. That pool also carries the
highest average rate. There can be no assurance that interest rates offered to
our customers in the future will be comparable to the current rate environment
and, should interest rates increase over the next twelve months, the Company may
not benefit from these high-rate maturities as the accounts may not reprice
downward. Additionally, this large pool of maturing CDs may significantly reduce
the Bank's liquidity and asset size if the Bank cannot retain these accounts.

Federal Home Loan Bank advances. As noted above, the Bank became a member of the
FHLB in June 2003. Prior to June 2003, the Bank had few alternatives to deposit
growth and selling securities to fund loan growth. As a member of the FHLB, the
Bank has the opportunity to borrow to fund loans which may provide a more
attractive spread than would selling securities and using the proceeds for loan
growth. The Company anticipates its FHLB advance borrowings will increase in the
future as the Bank strives to achieve strong loan and asset growth.

Other borrowings. During the first quarter of 2002, we created Ohio Legacy Trust
I for the sole purpose of issuing trust preferred securities. The trust
preferred securities carry a fixed interest rate of 8.25% and will mature on
September 30, 2022. The securities are callable by the Company beginning
September 30, 2007. The issuance generated $3,245,000, net of deferred financing
fees, of which $3,100,000 was contributed to the Bank as 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 December 31, 2002, we had
commitments to purchase securities available for sale of $1.0 million. This
amount was recorded as a liability at the balance sheet date and accounted for
almost all of the decrease in other liabilities once the commitment was funded
in January 2003. Accrued interest payable increased slightly as a result of
higher deposit balances at September 30, 2003, compared to December 31, 2002,
offset somewhat by lower rates.

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2003

Net income during the third quarter of 2003 was $125,000, or $0.06 per share,
compared to $44,000, or 0.05 per share during the same period in 2002.

Net interest income. During the three months ended September 30, 2003, net
interest income was $1.0 million compared to $759,000 during the third quarter
of 2002, primarily as a result of a higher balance of interest-earning assets.
Net interest margin improved to 3.06% in 2003 from 2.73% in the third quarter of
2002 and interest rate spread improved to 2.72% during the third quarter of 2003
compared to 2.60% during the third quarter of 2002.

The following table sets forth information relating to our average balance
sheets 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 interest income or expense, on an annualized
basis, by the average balances of interest-earning assets or interest-bearing
liabilities for the periods presented.

                                   (Continued)

                                                                             19.
<PAGE>

<TABLE>
<CAPTION>
                                                                            Three months ended September  30,
                                                    -------------------------------------------------------------------------------
                                                                      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:
  Federal funds sold and interest-bearing deposits
     in other institutions                          $     5,572   $        14         0.98%  $     4,324   $        18         1.62%
  Securities available for sale (1)                      35,612           278         3.15        33,424           402         4.91
  Federal agency stock                                      706            10         5.55           290             4         6.00
  Loans (2)                                              93,287         1,621         6.90        73,069         1,316         7.21
                                                    -----------   -----------   ----------   -----------   -----------   ----------
     Total interest-earning assets                      135,177         1,923         5.67       111,107         1,740         6.30
                                                                  -----------                              -----------
Noninterest-earning assets                                6,842                                    7,629
                                                    -----------                              -----------
       Total assets                                 $   142,019                              $   118,736
                                                    ===========                              ===========

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
  Interest-bearing demand deposits                  $     7,888            20          .99   $     5,859            27         1.83
  Savings accounts                                       40,418           136         1.33        35,940           223         2.48
  Money market accounts                                   2,556             5         0.75         3,538            14         1.56
  Certificates of deposit                                63,080           609         3.84        56,343           605         4.30
                                                    -----------   -----------   ----------   -----------   -----------   ----------
     Total interest-bearing deposits                    113,942           770         2.68       101,680           869         3.42
  Other borrowings                                        4,694           113         9.58         4,416           112        10.17
                                                    -----------   -----------   ----------   -----------   -----------   ----------
     Total interest-bearing liabilities                 118,636           883         2.95       106,096           981         3.70
                                                                  -----------                              -----------
Noninterest-bearing demand deposits                       5,651                                    4,058
Noninterest-bearing liabilities                           1,338                                    1,418
                                                    -----------                              -----------
     Total liabilities                                  125,625                                  111,572
Shareholders' equity                                     16,394                                    7,164
                                                    -----------                              -----------
       Total liabilities and shareholders' equity   $   142,019                              $   118,736
                                                    ===========                              ===========

Net interest income; interest-rate spread (3)                     $     1,040         2.72%                $       759         2.60%
                                                                  ===========                              ===========
Net earning assets                                  $    16,541                              $     5,011
                                                    ===========                              ===========
Net interest margin (4)                                                               3.06%                                    2.73%
Average interest-earning assets to
  interest-bearing liabilities                            1.14x                                    1.05x
                                                    ===========                              ===========
</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.
         Nonaccrual loans are included in noninterest-earning assets during
         2003. The Company had no non-accrual loans during 2002.

    (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 interest-earning assets fell to 5.67% during the
third quarter of 2003 compared to 6.30% in the third quarter of 2002 and 5.85%
in the second quarter of 2003. The yield earned on federal funds sold has fallen
with the general decline in interest rates as the Federal Reserve Bank lowered
its target rate for federal funds during 2002 and 2003, including a 25 basis
point decrease at the end of the second quarter of 2003.

Although at September 30, 2003, approximately 75% of our securities portfolio is
fixed rate, approximately 65% of the portfolio is invested in mortgage-backed
securities that provide monthly principal paydowns. As noted earlier, the
Company has structured its security portfolio to provide liquidity to fund
loans. The decline in mortgage rates during 2002 and 2003 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.

Additionally, the Bank sold approximately $14.2 million of securities during
2003 in order to fund loan growth. The Bank did not become a member of the FHLB
until late in the second quarter of 2003 and, thus, was unable to borrow funds
to meet loan demand. The combination of these scenarios drove down the yield on
securities by 176 basis points over the last twelve months, of which 72 basis
points came in the third quarter of 2003.

                                   (Continued)

                                                                             20.
<PAGE>

The yield on loans also declined during the third quarter of 2003 compared to
the third quarter of 2002 and the second quarter of 2003. Although we had strong
loan growth during the third quarter of 2003, the majority of that growth was
booked in late September. As a result, we have not realized much interest income
on those loans as of September 30, 2003. At September 30, 2003, approximately
65% 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 the one, three or five-year
Treasury note rates and reprice less frequently. Initial interest rates on our
loans tend to be higher than the index rate plus the contracted margin. The
reduction in short-term rates, especially the Prime rate, in late June impacted
on our loan yield. The overall rate environment will probably lower the yields
on new loans added during the fourth quarter of 2003 as those rates will be
lower than rates charged on loans earlier in 2003.

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 dependent on higher-costing certificates of deposit as our deposit
mix remained constant during those periods. The average cost of funds of core
deposits fell 108 basis points, or 46%, for the third quarter of 2003 compared
to the third quarter of 2002. At the same time, the cost of CDs fell only 46
basis points, or 11%. As noted earlier, we have a pool of CDs offered in
early-2001 that pool comprises 41% of our CD portfolio at September 30, 2003,
and carries an average rate of 5.06%. This product will begin to mature in early
2004.

The Company's overall cost of funds declined to 2.95% in the third quarter of
2003, compared to 3.70% in the third quarter of 2002. As noted above, the
decrease in the cost of deposits was driven by lower core deposit rates, led by
a 52% decline in the cost of savings accounts. The rate of other borrowings
decreased in 2003 compared to 2002 as a result of the $5.0 million borrowed from
the FHLB in September 2003. The remainder of the other borrowings is comprised
of trust preferred securities, which carry a fixed interest rate of 8.25% and a
portion of the leases on our Wooster and Millersburg offices which are accounted
for as capital leases.

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. The provision for loan
losses increased during the third quarter of 2003 to $146,000, compared to
$104,000 in the third quarter of 2002, as a result of the strong growth in loans
in 2003. We believe the allowance for loan losses at September 30, 2003, is
adequate to absorb losses inherent in the loan portfolio.

Noninterest income. Total noninterest income was $134,000 for the three months
ended September 30, 2003, compared to $67,000 for the same period in 2002. The
2003 amount includes $42,000 of net gains from the sales of securities. The Bank
may need to sell securities in the future to meet loan and deposit demands and
has structured its securities portfolio accordingly.

Annualized noninterest income, excluding gains on securities sales, improved as
a percent of average assets to 0.26% during the third quarter of 2003 compared
to 0.23% during the third quarter of 2002. 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 to $903,000 for the
three months ended September 30, 2003, as compared to $678,000 during the same
period in 2002. The Company's efficiency ratio improved to 79.7% during the
third quarter of 2003 compared to 82.0% during the third quarter of 2002 while
annualized noninterest expense as a percent of average assets was 2.54% in the
third quarter of 2003 compared to 2.28% in 2002. This dichotomy is caused by the
significant improvement in the Company's net interest margin as a result of
falling deposit rates outweighing the increase in overhead expenses and slower
asset growth.

Salaries and benefits are higher in 2003 reflecting a higher level of employment
at the Bank, including the hiring of new members of management and lenders and
additional staff hired during the second half of 2002 to support the lending
function. Professional fees have remained flat, comparing the third quarters of
2003 and 2002, as the Bank

                                   (Continued)

                                                                             21.
<PAGE>

began utilizing outside consultants during the third quarter of 2002 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 prior year full year expense as the Company continues to address
the compliance and information technology reviews required by the OCC Agreement.

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; therefore, 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.

Data processing expense has increased as a result of higher transaction volumes
and additional services offered to our customers, including check imaging, which
will be launched during the fourth quarter of 2003. Other expenses increased
primarily as a result of increased Bank Insurance Fund premiums and higher
transaction fees with the Federal Reserve Bank as a result of our deposit growth
during 2002 and 2003 and higher loan expenses from loan growth during 2003.

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.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2003

Net income during the first nine months of 2003 was $421,000, or $0.20 per share
compared to a loss of (121,000), or ($0.13) per share during the same period in
2002.

Net interest income. During the nine months ended September 30, 2003, net
interest income was $3.0 million compared to $1.9 million during the same period
in 2002, primarily as a result of a higher balance of interest-earning assets.
Net interest margin improved to 3.03% in 2003 from 2.51% in the first nine
months of 2002 and interest rate spread improved to 2.67% during 2003 compared
to 2.31% during 2002.

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 interest income or expense, on an annualized
basis, by the average balances of interest-earning assets or interest-bearing
liabilities for the periods presented.

                                   (Continued)

                                                                             22.
<PAGE>

<TABLE>
<CAPTION>
                                                                   Nine months ended September  30,
                                                    --------------------------------------------------------------
                                                                 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:
  Federal funds sold and interest-earning deposits  $    7,477   $    64     1.14%  $     6,769   $    83    1.64%
     in financial institutions
  Securities available for sale (1)                     38,298     1,073     3.80        27,974     1,049    5.04
  Federal Reserve Bank stock                               537        23     5.84           258        12    6.00
  Loans (2)                                             86,128     4,566     7.09        66,809     3,629    7.24
                                                    ----------   -------   ------   -----------   -------   -----
     Total interest-earning assets                     132,440     5,726     5.80       101,810     4,772    6.26
                                                                 -------                          -------
Noninterest-earning assets                               7,177                            6,289
                                                    ----------                      -----------
       Total assets                                 $  139,617                      $   108,099
                                                    ==========                      ===========

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
  Interest-bearing demand deposits                  $     7,580       66     1.17   $     5,404        84    2.08
  Savings accounts                                       39,054      461     1.58        33,232       759    3.04
  Money market accounts                                   2,688       17     0.83         3,815        45    1.57
  Certificates of deposit                                63,073    1,853     3.93        50,965     1,728    4.52
                                                    -----------  -------   ------   -----------   -------   -----
     Total interest-bearing deposits                    112,395    2,397     2.85        93,416     2,616    3.73
  Other borrowings                                        4,468      337    10.09         3,204       243   10.13
                                                    -----------  -------   ------   -----------   -------   -----
     Total interest-bearing liabilities                 116,863    2,734     3.13        96,620     2,859    3.95
                                                                 -------                          -------
Noninterest-bearing demand deposits                       5,681                           3,649
Noninterest-bearing liabilities                           1,016                             942
                                                    -----------                     -----------
     Total liabilities                                  123,560                         101,211
Shareholders' equity                                     16,057                           6,888
                                                    -----------                     -----------
       Total liabilities and shareholders' equity   $   139,617                     $   108,099
                                                    ===========                     ===========

Net interest income; interest-rate spread (3)                    $ 2,992     2.67%                $ 1,913    2.31%
                                                                 =======                          =======
Net earning assets                                       15,577                           5,190
                                                    ===========                     ===========
Net interest margin (4)                                                      3.03%                           2.51%
Average interest-earning assets to
  interest-bearing liabilities                            1.13x                           1.05x
                                                    ===========                     ===========
</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.
         Nonaccrual loans are included in noninterest-earning assets during
         2003. The Company had no non-accrual loans during 2002.

    (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 interest-earning assets fell to 5.80% during the
2003 compared to 6.26% in 2002. The yields on federal funds sold and securities
fell in 2003 as a result of the lower interest rate environment and the
reinvestment of proceeds from security calls and accelerated prepayments on
mortgage-backed securities at lower rates.

The yield on loans declined slightly during the first nine months of 2003
compared to 2002. Although interest rates declined over the periods presented,
approximately 36% of our portfolio was fixed rate and only 20% of all loans were
based on the Prime rate. The rest of the variable-rate loans are based on one,
three or five-year Treasury notes which reprice less frequently. As a result, a
large number of the loans originated during 2001 and 2002 have not yet repriced
to lower rates.

Interest expense. The Company's overall cost of funds declined to 3.13% in the
first nine months of 2003, compared to 3.95% in 2002. As noted earlier, the
decrease in the cost of deposits was driven by lower core deposit rates and the
repricing of maturing CD accounts at lower rates. The rate and volume of other
borrowings increased in 2003 compared to the first quarter of 2002 as a result
of the opening of our Millersburg office in early 2002, a portion of which is
accounted for as a capital lease and the issuance of $3.3 million of trust
preferred securities in March of 2002.

                                   (Continued)

                                                                             23.
<PAGE>

Provision for loan losses. The provision for loan losses during the first nine
months of 2003 was $304,000, compared to $355,000 in 2002 as growth in the loan
portfolio was slower during the first nine months of 2003 than in 2002. The
slower growth in early 2003 was a result of an uncertain and slow economy and
the early payoff of a number of commercial and residential loans as customers
refinanced with competitors.

Noninterest income. Total noninterest income was $366,000 for the nine months
ended September 30, 2003, compared to $187,000 for the same period in 2002. The
2003 amount includes $116,000 of net gains from the sales of securities. 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 to $2.6 million for the
nine months ended September 30, 2003, from $1.9 million for the same period in
2002. The Company's efficiency ratio improved to 81.2% in 2003 compared to 88.9%
in 2002. Annualized noninterest expense as a percent of average assets was 2.51%
in 2003 compared to 2.30% in 2002.

Salaries and benefits are higher in 2003, reflecting a higher level of
employment at the Bank, including the hiring of three new members of management
and additional support staff hired during the second half of 2002 to support the
lending function and the Millersburg branch launched in early 2002. Occupancy
and expense costs are higher in the 2003 as the 2002 period has only six months
of operations at the Millersburg office.

Professional fees have increased as the Bank utilized outside consultants to
assist management with the OCC Agreement, discussed previously, 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 future professional fees to increase over prior year comparable quarters
as the Company continues to address the compliance and information technology
reviews required by the OCC Agreement.

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. All remaining noninterest expense categories increased due to overhead
associated with the continued growth in the Bank's customer base and operations,
including data processing costs and loan expenses as well as higher deposit
insurance premiums as a result of higher deposit balances.

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

The following table presents, as of September 30, 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.

                                   (Continued)

                                                                             24.
<PAGE>

<TABLE>
<CAPTION>
                              Three months                      Year ending December 31,
                             -------------  ----------------------------------------------------------------
(Dollars in thousands)            2003          2004         2005         2006         2007      Thereafter
                             -------------  -----------  -----------  -----------  -----------  ------------
<S>                          <C>            <C>          <C>          <C>          <C>          <C>
Deposits without maturity    $      57,011  $         -  $         -  $         -  $         -  $          -
Certificates of deposit              7,555       49,562        2,814        3,131          728           437
FHLB advances (1)                      390        1,562        1,562        1,303          395             -
Trust Preferred Securities               -            -            -            -            -         3,325
(2)

Capital lease obligations               40          160          160          168          179         1,700
(3)

Operating leases                        35          146          190          140          141           743
</TABLE>

-------------
(1) Includes $212,000 of amounts allocable to interest payments over the
remaining term of the advances.

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

(3) Includes $1,429,000 of amounts allocable to interest payments over the
remaining term of the leases.

Note 8 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 September 30, 2003, and December 31, 2002, we had no unconsolidated, related
special purpose entities, nor did we engage in derivatives or 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.

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 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, borrowings
from the FHLB 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 $2.2 million to $13.5 million at September
30, 2003. Cash and cash equivalents and securities available for sale
represented 29.6% of total assets at September 30, 2003, and 40.0% of total
assets at December 31, 2002. The decrease in cash and cash equivalents was
driven by strong loan growth, especially during the third quarter of 2003. Net
growth in total loans was $21.6 million during the first nine months of 2003,
approximately $12.1 million of which was funded during the third quarter. In
addition to the net decrease in cash of $2.2 million, the loans were funded
through $6.3 million in deposit growth, approximately $6.7 million in net
securities reductions, $5.0 million in borrowings from the FHLB and $1.1 million
of proceeds from the issuance of common stock in the first quarter of 2003.

During the first nine months of 2002, the Bank was successful in marketing its
deposit products to depositors in its market areas. Additionally, the launch of
the Millersburg office in early 2002 drew attention to the Bank's strategy and
attract deposits. The Bank generated $23.4 million in deposits during the first
nine months of 2002. In June 2002, the Bank came under the OCC Agreement that
limited the deposit rates that could be offered to potential customers and
placed a restriction on the rate of growth in the Bank's assets. As a result,
deposit growth slowed during 2003 compared to 2002. Additionally, the Bank has
been less reliant on deposit growth in 2003 to fund loans

                                   (Continued)

                                                                             25.
<PAGE>

as a result of the successful common stock offerings in late 2002 and early 2003
which provided significant capital contributions to the Bank. Initially, these
funds were invested in securities, primarily mortgage-backed securities and
callable agency notes in order to provide liquidity for anticipated loan growth,
some of which were sold during 2003.

As cash and cash equivalents and security sales 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, including contingency funding available through borrowing facilities, is
sufficient to meet anticipated future growth in loans and deposits under our
three-year strategic plan and to maintain compliance with regulatory capital
ratios and requirements mandated by the OCC Agreement.

As noted earlier, approximately 83% of the Bank's CD portfolio will mature
during the twelve months ending September 30, 2004. The largest pool of
maturities over the next twelve months will occur between February and June
2004. That pool also carries the highest average rate of all products in our CD
portfolio. This large pool of maturing CDs may significantly reduce the Bank's
liquidity and asset size if the Bank cannot retain these accounts upon maturity.

CAPITAL RESOURCES

Total shareholders' equity was $15.7 million at September 30, 2003, an increase
of $746,000 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 $421,000, offset
somewhat by unrealized losses of ($808,000) on the securities portfolio.
Approximately $665,000 of this unrealized loss occurred during the third quarter
of 2003 as long-term interest rates rose significantly during the month of July
2003. The decrease in accumulated other comprehensive income also reflects a
reduction in unrealized gains on securities available for sale as some gains
were realized through securities sales transactions.

Banks, including the Company's subsidiary, Ohio Legacy Bank, N.A., 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.

                                   (Continued)

                                                                             26.
<PAGE>

The Bank's actual and required capital amounts (in thousands) and ratios are
presented below at September 30, 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                   $    19,042       19.7%   $     7,746        8.0%    $     9,682       10.0%
Tier 1 capital to risk-
   weighted assets                        17,979       18.6          3,873        4.0           5,810        6.0
Tier 1 capital to
   average assets                         17,979       12.7          5,672        4.0           7,089        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 September 30, 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                   $    17,979      18.6%    $    10,651      11.0%
Tier 1 capital to
   average assets                         17,979      12.7          11,343       8.0
</TABLE>

Although the Bank's capital ratios at September 30, 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

The Corporation carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the disclosure controls and procedures as of September
30, 2003, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective as of September 30, 2003, in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in periodic SEC filings.

There was no change in the Company's internal control over financial reporting
that occurred during the three months ended September 30, 2003, that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

                                   (Continued)

                                                                             27.
<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.

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.

                                   (Continued)

                                                                             28.
<PAGE>

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

(a) Exhibits.

<TABLE>
<CAPTION>
Exhibit
 Number                              Description of Document
-------                              -----------------------
<S>               <C>
  3.1*            Second Amended and Restated 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)

 31.1             Rule 13a-14(a)/15d-14(a) Certification of Principal Executive
                  Officer

 31.2             Rule 13a-14(a)/15d-14(a) Certification of Principal Financial
                  Officer

 32.1             Certification Pursuant To 18 U.S.C. Section 1350 As Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

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

*       -   Incorporated by reference to Registrant's Form 10-QSB for the
            fiscal quarter ended June 30, 2003, filed with the Securities and
            Exchange Commission on August 14, 2003

**      -   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

(b) Reports on Form 8-K.

         On July 14, 2003, the Company furnished to the Securities and Exchange
         Commission a Form 8-K under "Item 5. Other Events and Regulation FD
         Disclosure" regarding a press release disclosing the hiring of a Chief
         Operations Officer and the appointment of a Chairman of the Board of
         Directors.

         On August 8, 2003, the Company furnished to the Securities and Exchange
         Commission a Form 8-K under "Item 12. Results of Operations and
         Financial Condition" regarding its press release disclosing the
         Company's earnings for the second quarter of 2003.

                                                                             29.
<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: November 11, 2003              By: /s/ L. Dwight Douce
                                     -------------------------------------------
                                     L. Dwight Douce, President,
                                     Chief Executive Officer and Director

Date: November 11, 2003              By: /s/ Eric S. Nadeau
                                     -------------------------------------------
                                     Eric S. Nadeau
                                     Chief Financial Officer and Treasurer

                                                                             30.