<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, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

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

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

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

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

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

As of November 8, 2002, the latest practicable date, 965,700 shares of the
issuers common shares, no par value, were issued and outstanding.

Transitional Small Business Disclosure Format (check one):

Yes [ ]     No [X]



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

<PAGE>



                                OHIO LEGACY CORP
                                   FORM 10-QSB
                        QUARTER ENDED SEPTEMBER 30, 2002

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

PART 1 - FINANCIAL INFORMATION

ITEM 1 - Financial Statements                                               Page

Consolidated Balance Sheets.................................................  3

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

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

Condensed Consolidated Statements of Changes in
         Shareholder's Equity...............................................  6

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

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

ITEM 2 - Management's Discussion and Analysis of Financial Condition
         and Results of Operations.......................................... 14

ITEM 3 - Controls and Procedures............................................ 20


PART II - OTHER INFORMATION................................................. 21

SIGNATURES.................................................................. 23

CERTIFICATIONS.............................................................. 24



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

                                                                              2.

<PAGE>


                                OHIO LEGACY CORP
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

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

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                 September 30,        December 31,
                                                                     2002                 2001
                                                                     ----                 ----

<S>                                                           <C>                   <C>
ASSETS
Cash and due from banks                                       $     4,833,537       $   2,102,438
Federal funds sold                                                  4,983,000           6,596,000
                                                              ---------------       -------------
     Cash and cash equivalents                                      9,816,537           8,698,438
Securities available for sale                                      30,749,918          16,177,938
Loans, net                                                         74,770,115          51,426,133
Federal Reserve Bank stock                                            290,100             221,300
Premises and equipment, net                                         2,231,129           1,592,977
Accrued interest receivable and other assets                          892,689             452,771
                                                              ---------------       -------------

     Total assets                                             $   118,750,488       $  78,569,557
                                                              ===============       =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
     Non-interest bearing                                     $     3,881,687       $   2,466,958
     Interest bearing demand                                        5,822,655           4,720,185
     Savings                                                       38,208,397          19,544,768
     Certificates of deposit                                       58,188,250          43,784,548
                                                              ---------------       -------------
         Total deposits                                           106,100,989          70,516,459
Capital lease obligation                                              984,981             541,130
Obligated mandatorily redeemable capital securities of
  subsidiary trust                                                  3,325,000                   -
Other borrowed funds                                                  105,000                   -
Accrued interest payable and other liabilities                        847,704             595,618
                                                              ---------------       -------------
     Total liabilities                                            111,363,674          71,653,207

SHAREHOLDERS' EQUITY
Preferred stock, no par value, 500,000 shares authorized,
  no shares issued and outstanding                                          -                   -
Common stock, no par value, 2,500,000 shares authorized,
  965,500 shares issued and outstanding                             8,988,710           8,988,710
Accumulated deficit                                                (2,235,335)         (2,114,024)
Accumulated other comprehensive income                                633,439              41,664
                                                              ---------------       -------------
     Total shareholders' equity                                     7,386,814           6,916,350
                                                              ---------------       -------------

         Total liabilities and shareholders' equity           $   118,750,488       $  78,569,557
                                                              ===============       =============

</TABLE>


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

              See notes to the consolidated financial statements.

                                                                              3.



<PAGE>

                                OHIO LEGACY CORP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                   Three Months Ended             Nine Months Ended
                                                      September 30,                 September 30,
                                                      ------------                  ------------
                                                  2002           2001            2002           2001
                                                  ----           ----            ----           ----
<S>                                          <C>             <C>            <C>             <C>
Interest income
     Loans                                   $   1,316,349   $    632,256   $  3,628,798    $  1,196,769
     Securities                                    402,154        102,297      1,048,610         140,335
     Interest-bearing deposits,
       federal funds sold and other                 21,854         82,575         95,012         328,336
                                             -------------   ------------   ------------    ------------
         Total interest income                   1,740,357        817,128      4,772,420       1,665,440

Interest expense
     Deposits                                      869,325        504,319      2,615,748         964,510
     Other borrowings                              112,242         21,885        243,497          29,185
                                             -------------   ------------   ------------    ------------
         Total interest expense                    981,567        526,204      2,859,245         993,695
                                             -------------   ------------   ------------    ------------

Net interest income                                758,790        290,924      1,913,175         671,745

Provision for loan losses                          104,000        105,000        354,956         215,098
                                             -------------   ------------   ------------    ------------

Net interest income after
  provision for loan losses                        654,790        185,924      1,558,219         456,647

Noninterest income
     Service charges and other fees                 64,862         31,654        181,073          54,258
     Other income                                    2,410            880          6,233           5,685
                                             -------------   ------------   ------------    ------------
         Total other income                         67,272         32,534        187,306          59,943

Noninterest expense
     Salaries and benefits                         306,395        216,886        820,562         656,114
     Occupancy and equipment                       126,905         92,680        346,625         233,294
     Professional fees                              81,971         44,448        179,389          97,717
     State franchise taxes                          20,027         28,086         68,396          83,563
     Data processing                                57,867         38,357        168,555         110,860
     Stationery and supplies                        17,706         18,760         66,784          50,085
     Marketing and advertising                      15,307         18,066         53,155          64,204
     Other expenses                                 51,535         38,225        163,370         125,832
                                             -------------   ------------   ------------    ------------
         Total noninterest expense                 677,713        495,508      1,866,836       1,421,669
                                             -------------   ------------   ------------    ------------

Net income (loss)                            $      44,349   $   (277,050)  $   (121,311)   $   (905,079)
                                             =============   ============   ============    ============

Basic earnings (loss) per share              $        0.05          (0.29)  $      (0.13)   $     (0.94)
                                             =============   ============   ============    ============
Diluted earnings (loss) per share            $        0.05   $      (0.29)  $      (0.13)   $     (0.94)
                                             =============   ============   ============    ============

</TABLE>


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

              See notes to the consolidated financial statements.

                                                                              4.

<PAGE>



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

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

<TABLE>
<CAPTION>
                                                       Three Months Ended             Nine Months Ended
                                                          September 30,                 September 30,
                                                          ------------                  ------------
                                                      2002           2001            2002           2001
                                                      ----           ----            ----           ----
<S>                                              <C>             <C>            <C>             <C>
Net income (loss)                                $      44,349   $   (277,050)  $   (121,311)   $   (905,079)

Other comprehensive income
     Unrealized gain on available for sale
       securities arising during the period            401,446        165,091        591,775         167,763
                                                 -------------   ------------   ------------    ------------

Comprehensive income (loss)                      $     445,795   $   (111,959)  $    470,464    $   (737,316)
                                                 =============   ============   ============    ============

</TABLE>



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

              See notes to the consolidated financial statements.

                                                                              5.

<PAGE>



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

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

<TABLE>
<CAPTION>

                                                      Three Months Ended             Nine Months Ended
                                                         September 30,                 September 30,
                                                         -------------                 -------------
                                                     2002           2001            2002           2001
                                                     ----           ----            ----           ----
<S>                                             <C>             <C>            <C>             <C>
Balance at beginning of period                  $   6,941,019   $  7,374,370   $  6,916,350    $  7,999,727

Proceeds from exercise of stock warrants
  (500 shares)                                              -          5,000              -           5,000

Net income (loss)                                      44,349       (277,050)      (121,311)       (905,079)

Change in unrealized gain on
  securities available for sale                       401,446        165,091        591,775         167,763
                                                -------------   ------------   ------------    ------------

Balance at end of period                        $   7,386,814   $  7,267,411   $  7,386,814    $  7,267,411
                                                =============   ============   ============    ============

</TABLE>









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

              See notes to the consolidated financial statements.

                                                                              6.

<PAGE>



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

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

<TABLE>
<CAPTION>
                                                                                Nine Months Ended
                                                                                  September 30,
                                                                             2002              2001
                                                                             ----              ----
<S>                                                                   <C>                <C>
Net cash flows from operating activities
     Net loss                                                         $      (121,311)   $      (905,079)
     Adjustments to reconcile net loss to net cash from
       operating activities
         Depreciation                                                         158,188             81,888
         Securities amortization and accretion                                (51,848)           (13,348)
         Provision for loan losses                                            354,956            215,098
         Net change in:
             Accrued interest receivable and other assets                    (439,918)          (225,149)
             Accrued interest payable and other liabilities                   252,086             34,993
             Deferred loan fees                                                18,899             77,037
                                                                      ---------------    ---------------
         Net cash from operating activities                                   171,052           (734,560)

Cash flows from investing activities
     Securities available for sale:
         Purchases                                                        (23,407,400)        (9,501,924)
         Maturities/calls                                                   9,479,043          1,050,000
     Sale (acquisition) of Federal Reserve Bank stock                         (68,800)            51,700
     Net change in loans                                                  (23,717,837)       (33,015,194)
     Purchases of premises and equipment                                     (343,340)          (466,677)
                                                                      ---------------    ---------------
         Net cash from investing activities                               (38,058,334)       (41,882,095)

Cash flows from financing activities
     Net change in deposits                                                35,584,530         43,928,927
     Repayment of capital lease obligation                                     (9,149)            (8,262)
     Proceeds from exercise of stock warrants                                       -              5,000
     Proceeds from issuance of mandatorily redeemable capital
       securities of subsidiary trust                                       3,325,000                  -
     Proceeds from note payable                                               105,000                  -
                                                                      ---------------    ---------------
         Net cash from financing activities                                39,005,381         43,925,665
                                                                      ---------------    ---------------

Increase in cash and cash equivalents                                       1,118,099          1,309,010
Cash and cash equivalents at beginning of period                            8,698,438          7,387,087
                                                                      ---------------    ---------------

Cash and cash equivalents at end of period                            $     9,816,537    $     8,696,097
                                                                      ===============    ===============

Supplemental disclosures of cash flow information
     Cash paid during the year for
         Interest                                                     $     2,792,059    $       648,653
         Taxes                                                                      -                  -

     Noncash transaction
         Obligation under capital lease                                       453,000            550,000

</TABLE>




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

              See notes to the consolidated financial statements.

                                                                              7.


<PAGE>



                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND PRINCIPLES OF CONSOLIDATION: The accompanying
consolidated financial statements include the accounts of the Ohio Legacy Corp
("OLC") and its wholly-owned subsidiaries, Ohio Legacy Bank (the "Bank") and
Ohio Legacy Trust I (the "Trust"), together referred to as "the Corporation".
All significant intercompany accounts and transactions have been eliminated in
consolidation.

These interim consolidated financial statements are prepared without audit and
reflect all adjustments which, in the opinion of management, are necessary to
present fairly the financial position of the Corporation at September 30, 2002,
and its results of operations and cash flows for the periods presented. All such
adjustments are normal and recurring in nature. The accompanying consolidated
financial statements have been prepared in accordance with the instructions of
Form 10-QSB and, therefore, do not purport to contain all necessary financial
disclosures required by accounting principles generally accepted in the United
States of America that might otherwise be necessary in the circumstances, and
should be read in conjunction with the financial statements, and notes thereto,
of the Corporation for the year ended December 31, 2001, included in its 2001
annual report. Reference is made to the accounting policies of the Corporation
described in the notes to financial statements contained in the Corporation's
2001 annual report. The Corporation has consistently followed these policies in
preparing this Form 10-QSB.

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

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. A valuation allowance has been recorded to
offset the net deferred tax assets as the Corporation has not yet paid any
income taxes which would be refundable if these temporary differences reversed.

EARNINGS PER COMMON SHARE: Earnings (loss) per share computations are based on
the weighted average number of shares of common stock outstanding during the
year. The weighted average number of shares outstanding for both basic and
diluted earnings (loss) per share was 965,500 for both the three and nine-month
periods in 2002 and was 965,107 and 965,037, respectively for the three and
nine-month periods in 2001. Stock warrants for 339,800 and 340,300 shares of
common stock were not considered in computing diluted earnings (loss) per share
for the three and nine months ended September 30, 2002, and September 30, 2001,
respectively, because they were not dilutive. Stock options for 87,000 shares
were not considered in computing diluted earnings per share for the three and
nine months ended September 30, 2002, because they were not dilutive. No options
had been granted as of September 30, 2001.

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


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

                                  (Continued)

                                                                              8.

<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NEW ACCOUNTING PRONOUNCEMENTS: In June 2001, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets," which addresses the accounting for such
assets arising from prior and future business combinations. Upon the adoption of
this Statement, goodwill arising from business combinations will no longer be
amortized, but rather will be assessed regularly for impairment, with any such
impairment recognized as a reduction to earnings in the period identified. The
Corporation adopted this Statement on January 1, 2002. The adoption of this
Statement did not impact the Corporation's financial statements, as it has no
intangible assets.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which amends SFAS No. 121 by addressing business
segments accounted for as a discontinued operation under Accounting Principles
Board Opinion No. 30. This Statement was effective beginning January 1, 2002.
The effect of this Statement on the financial position and results of operations
of the Corporation was not material.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendments of FASB Statement No. 13, and Technical Corrections".
This Statement eliminates inconsistency between the required accounting for
certain lease modifications that have economic effects similar to sale-leaseback
transactions and sale-leaseback transactions. The Corporation does not believe
this statement will have a material effect on its financial position or results
of operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This Statement addresses the timing of
recognition of a liability for exit and disposal cost at the time a liability is
incurred, rather than at a plan commitment date, as previously required. Exit or
disposal costs will be measured at fair value, and the recorded liability will
be subsequently adjusted for changes in estimated cash flows. This Statement is
required to be effective for exit or disposal activities entered after December
31, 2002, and early adoption is encouraged. The Corporation does not believe
this statement will have a material effect on its financial position or results
of operations.

SFAS No. 147, "Acquisitions of Certain Financial Institutions" became effective
October 1, 2002. This standard requires any unidentifiable intangible asset
previously recorded as the result of a business combination to be reclassified
as goodwill and the amortization of this asset will cease. The effect of this
standard on the financial position and results of operations of the Corporation
was not material, as the Corporation does not have any unidentified intangible
assets.



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

                                  (Continued)

                                                                              9.


<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 2 - SECURITIES

Securities available for sale at September 30, 2002 and December 31, 2001 were
as follows.

<TABLE>
<CAPTION>
                                                                         Gross            Gross
                                                         Fair         Unrealized       Unrealized
                                                         Value           Gains           Losses
                                                         -----           -----           ------
<S>                                                 <C>              <C>             <C>
SEPTEMBER 30, 2002
    U.S. Government and federal agency notes        $   9,741,320    $     241,253   $           -
    Mortgage backed securities                         21,008,598          392,186               -
                                                    -------------    -------------   -------------

    Total                                           $  30,749,918    $     633,439   $           -
                                                    =============    =============   =============

DECEMBER 31, 2001
    U.S. Government and federal agency notes        $  11,091,030    $     109,341   $     (21,517)
    Mortgage backed securities                          5,086,908            2,555         (48,715)
                                                    -------------    -------------   -------------

    Total                                           $  16,177,938    $     111,896   $     (70,232)
                                                    =============    =============   =============

</TABLE>

Contractual maturities of debt securities at September 30, 2002 were as follows.

<TABLE>
<CAPTION>
                                                                         Fair
                                                                         Value
                                                                         -----
<S>                                                                  <C>
U.S. Government and federal agency notes
       Due one to five years                                         $   9,741,320
       Mortgage backed securities                                       21,008,598
                                                                     -------------

                                                                     $  30,749,918

</TABLE>

No securities were sold during the three or nine months ended September 30, 2002
and 2001.



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

                                  (Continued)

                                                                             10.



<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 3 - LOANS

Loans at September 30, 2002 and December 31, 2001 were as follows.

<TABLE>
<CAPTION>
                                                           September 30,        December 31,
                                                                2002                2001
                                                                ----                ----
<S>                                                       <C>                <C>
     Commercial                                           $    10,322,767    $      9,599,317
     Mortgage loans on real estate:
         1-4 family residential                                29,964,956          22,051,998
         Multifamily residential                                5,701,845           1,989,745
         Nonresidential commercial                             18,262,076          11,574,950
         Construction                                           3,985,357           1,313,401
     Consumer                                                   7,371,170           5,362,669
                                                          ---------------    ----------------
                                                               75,608,171          51,892,080
     Less:    Allowance for loan losses                          (739,133)           (385,923)
              Net deferred loan fees                              (98,923)            (80,024)
                                                          ---------------    ----------------

     Loans, net                                           $    74,770,115    $     51,426,133
                                                          ===============    ================

</TABLE>

Activity in the allowance for loan losses was as follows.
<TABLE>
<CAPTION>

                                            Three Months Ended             Nine Months Ended
                                               September 30,                 September 30,
                                               -------------                 -------------
                                           2002           2001            2002           2001
                                           ----           ----            ----           ----

<S>                                   <C>             <C>            <C>             <C>
     Beginning balance                $     635,133   $    146,223   $    385,923    $     36,125
     Provision for loan losses              104,000        105,000        354,956         215,098
     Loans charged-off                            -              -         (1,746)              -
     Recoveries                                   -              -              -               -
                                      -------------   ------------   ------------    ------------

     Ending balance                   $     739,133   $    251,223   $    739,133    $    251,223
                                      =============   ============   ============    ============

</TABLE>

At September 30, 2002 and December 31, 2001 and for the three and nine months
ended September 30, 2002 and 2001, the Corporation had no loans which were
impaired, on nonaccrual status or past due more than 90 days and still accruing
interest.

NOTE 4 - OBLIGATED MANDATORILY REDEEMABLE CAPITAL SECURITIES OF SUBSIDIARY TRUST

In March 2002, the Corporation issued $3,325,000 of 8.25% fixed-rate Obligated
Mandatorily Redeemable Capital Securities through a special purpose subsidiary,
which will mature March 31, 2022. These securities may be redeemed by the
Corporation at its option, at par, starting March 31, 2007. $3,100,000 was
infused into the Bank as a capital contribution and the result is included in
the Bank's regulatory capital calculations as Tier 1 capital. Directors of the
Corporation and their family members, purchased $2,675,000 of the total
$3,325,000 issued. Costs associated with the issuance of the Obligated
Mandatorily Redeemable Capital Securities, which totaled approximately $80,000,
have been capitalized and are being amortized over the term of the Obligated
Mandatorily Redeemable Capital Securities.



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

                                  (Continued)

                                                                             11.


<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 5 - STOCK-BASED COMPENSATION

The Corporation's Board of Directors has adopted an Omnibus Stock Option, Stock
Ownership and Long-Term Incentive Plan. A total of 200,000 common shares are
available for grants under the plan after the shareholders of Ohio Legacy Corp,
at its Annual Meeting on April 15, 2002, authorized the addition of 100,000
shares in the plan. The number of shares may be adjusted by the Board in the
event of an increase or decrease in the number of common shares outstanding
resulting from dividend payments, stock splits, recapitalization, merger, share
exchange acquisition, combination or reclassification.

The following types of awards may be granted under the plan to eligible persons:
nonqualified stock options, incentive stock options and restricted stock. On
February 19, 2002, the Board authorized the grant of 86,500 options to employees
and directors. Each nonemployee Director received 2,500 nonqualified options
from the initial grant and 1,000 shares in an annual grant. The initial grant of
2,500 shares will vest annually in equal amounts over a five-year term. In
addition, each nonemployee Director received an annual grant of 1,000
nonqualified options, which vested immediately. Employees were initially granted
a total of 48,000 nonqualified stock options. Subsequent to the initial grant,
2,500 options were forfeited and an a grant of 3,000 options was authorized to a
new employee. The employee stock options will vest after three years. The
exercise price of the options granted was $10.00 per share, which was the fair
market value of the underlying common stock on the date of the grants. All
options expire ten years from the date of the grant. In the event of a change in
control of the Corporation, outstanding options may become immediately
exercisable in full at the discretion of the compensation committee. Otherwise,
all outstanding options will terminate unless the successor corporation agrees
to assume or replace such options with an equivalent entitlement.

The Corporation granted 147,300 warrants to the Board of Directors and
organizers of the Corporation at the time of closing of the initial stock
offering in October 2000. The warrants vest in approximately equal percentages
each year over a three-year period from the date of grant. Each warrant entitles
the holder to purchase a share of common stock at the price of $10.00 per share
and will expire ten years from the date of issuance. 49,100 warrants were
exercisable at September 30, 2002 and December 31, 2001.

NOTE 6 - STOCK WARRANTS

As part of the initial stock offering of the Corporation which closed in October
2000, the Corporation issued to shareholders one stock warrant for every five
shares of stock purchased resulting in the issuance of 193,000 warrants. The
warrants carry no voting rights and may be exercised at any time within the
seven years following their issuance. Each warrant entitles the holder to
purchase one common share at a purchase price of $10.00 at any time during the
life of the warrant. The warrants may be called by the Corporation at $0.10 per
warrant. If called, each holder of a warrant must exercise the warrant within 30
days or the warrant will expire with no payment being made to the warrant
holder. The warrants are only transferable with the underlying common shares in
increments of one warrant for every five shares transferred. 500 warrants have
been exercised through September 30, 2002.


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

                                  (Continued)

                                                                             12.


<PAGE>


                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 7 - COMMITMENTS AND CONTINGENCIES

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

The contractual amount of financial instruments with off-balance-sheet risk was
as follows at September 30, 2002 and December 31, 2001. To comply with the
Bank's legal lending limit, portions of the loans committed below may be sold to
other financial institutions.

<TABLE>
<CAPTION>
                                                September 30,    December 31,
                                                    2002             2001
                                                    ----             ----
<S>                                           <C>                <C>
     Commitments to make loans
         Variable rate                        $    6,532,000     $   9,232,000
         Fixed rate                                1,703,600         2,055,000
     Unused lines of credit                        8,185,969         6,266,000

</TABLE>

Commitments to make loans are generally made for periods of 30 days or less. The
fixed rate loan commitments have interest rates ranging from 4.75% to 8.00% at
September 30, 2002 and 6.63% to 9.00% at December 31, 2001.

NOTE 8 - REGULATORY MATTERS

On June 18, 2002, the Bank entered into a formal agreement with the Office of
the Comptroller of the Currency (OCC). Under the agreement, the Bank is to adopt
and implement certain plans, policies and strategies including a strategic and
related staffing plan, management information systems and information security
programs, and an independent, ongoing review system for the Bank's loan and
lease portfolios. In addition, under the agreement, the Bank must maintain a
Tier I capital level of at least 11% of risk-weighted assets and 8% of adjusted
total assets. The Bank has submitted a three-year capital program that includes
a specific plan for maintaining capital at the specified levels, sources and
types of additional capital considering growth projections, and contingency
plans should primary sources of capital become unavailable. The Bank also has
submitted a three-year strategic plan to the OCC. Under the agreement, until the
Bank receives notice from the OCC that it has complied with the OCC-approved
strategic and staffing plan, and has received no supervisory objection to its
capital plan, the Bank's asset growth cannot exceed 5% per calendar quarter.

Additionally, the Agreement prohibits the Board of Directors from declaring or
paying any dividends unless the Bank is in compliance with (1) certain statutory
requirements, its approved capital program, and the Tier I capital levels set
forth in the Agreement, and (2) has notified the OCC. As a holding company
without significant assets other than its ownership of the Bank, the
Corporation's ability to meet its cash obligations is dependent upon the payment
of dividends by the Bank.

Management has taken steps to comply with the provisions of the Agreement,
including adopting a plan for maintaining capital levels. The capital plan
includes an offering by the Corporation of shares of stock to the public, the
proceeds of which will be contributed to the Bank. At September 30, 2002, the
Bank had a ratio of Tier I capital to risk weighted assets of 13.26% and a ratio
of Tier I capital to adjusted total assets of 8.55%.


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

                                  (Continued)

                                                                             13.


<PAGE>


                                OHIO LEGACY CORP
                             CONTROLS AND PROCEDURES

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

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

In the following pages, management presents an analysis of the consolidated
financial condition of the Corporation at September 30, 2002 compared to
December 31, 2001, and the consolidated results of operations for the three and
nine months ended September 30, 2002 compared to the three and nine months ended
September 30, 2001. This discussion is designed to provide shareholders with a
more comprehensive review of the operating results and financial position than
could be obtained from an examination of the financial statements alone. This
analysis should be read in conjunction with the financial statements and related
footnotes included elsewhere in this report.

Formed in 1999, OLC owns all of the stock of the Bank, a national bank that
commenced business on October 3, 2000. The Bank provides a full range of
traditional commercial and consumer banking services for small to medium sized
businesses as well as retail customers. As of September 30, 2001, the Bank had
been in existence for only twelve months. During 2001 and through September 30,
2002, the Bank experienced growth due to what management believes are its
competitive pricing strategies and referrals from its existing customers. As a
result, balance sheet amounts as of September 30, 2002 and December 31, 2001 and
operating results for 2002 and 2001 will not be comparable.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this discussion that are not historical facts
are forward-looking statements that are subject to certain risks and
uncertainties. When used herein, the terms "anticipates," "plans," "expects,"
"believes," and similar expressions as they relate to the Corporation or its
management are intended to identify such forward looking statements. The
Corporation's actual results, performance or achievements may materially differ
from those expressed or implied in the forward-looking statements. Risks and
uncertainties that could cause or contribute to such material differences
include, but are not limited to, general economic conditions, interest rate
environment, competitive conditions in the financial services industry, changes
in law, governmental policies and regulations, and rapidly changing technology
affecting financial services.

FINANCIAL CONDITION

ASSETS. At September 30, 2002, total assets were $118.8 million, as compared to
total assets of $78.6 million at December 31, 2001, for an increase of $40.2
million, or 51.1%. This increase was funded by a growth in deposits of $35.6
million and the issuance of $3.3 million of obligated mandatorily redeemable
capital securities of a subsidiary trust. The increase in assets came primarily
from growth in loans, net of $23.3 million from December 31, 2001 and growth in
securities of $14.6 million during the same time period.





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


                                                                             14.



<PAGE>

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

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

LOANS. At September 30, 2002, total loans were $75.6 million, an increase of
$23.7 million, or 45.7%, from $51.9 million at December 31, 2001. The
Corporation had growth in all loan categories. An increase of $7.9 million in
one- to four-family residential loans, an increase of $6.7 million in
nonresidential commercial real estate loans and an increase of $3.7 million in
multifamily residential loans from December 31, 2001 were the most significant
increases. The consumer loan portfolio also increased $2.0 million, or 37.5%,
for the nine-month period ended September 30, 2002. We believe the growth in the
nonresidential commercial real estate loan portfolio has been because of our
concerted effort to provide quality service on a timely basis. We also cross
sell commercial customers our courier service and cash management products.
These extra services have been very well received by this segment of our
customer base. We believe the growth in our residential real estate and consumer
loan areas is due to the high quality, personalized customer service we provide
combined with the current low interest rate environment.

SECURITIES. Total securities increased by $14.6 million, or 90.1%, for the nine
months ended September 30, 2002. The increase was primarily because of the
substantial increase in deposit funds. The deposit growth exceeded the loan
growth during 2002. As a result, these excess funds were invested in securities
available for sale to provide the Corporation a better yield than federal funds
sold while allowing flexibility should loan demand increase. The securities
portfolio is composed primarily of federal agency securities and mortgage-backed
securities that have an average life of 3.0 years.

PREMISES AND EQUIPMENT. The net investment in premises and equipment increased
$638,000, from $1.6 million at December 31, 2001 to $2.2 million at September
30, 2002. The increase was due to the opening of a full service banking facility
in Millersburg, Ohio in March 2002. The lease on the office has been recorded as
a capital lease.

DEPOSITS. Total deposits increased by $35.6 million, or 50.5%, to $106.1 million
at September 30, 2002, from $70.5 million at December 31, 2001. These funds were
invested primarily in loans and securities. The growth in deposits, and in
particular core deposits (noninterest-bearing checking, interest-bearing
checking and statement savings accounts) was the result of what management
believes to be competitive pricing on savings and the new branch office opening
in Millersburg. Management also uses a courier service to attract new deposits
from commercial customers.

OTHER BORROWINGS. During the first quarter of 2002, the Corporation created Ohio
Legacy Trust I for the sole purpose of having the trust issue 8.25% obligated
mandatorily redeemable capital securities of a subsidiary trust. The issuance
generated $3,325,000, of which $3,100,000 was contributed to Ohio Legacy Bank as
capital and which, as a result, is included in Ohio Legacy Bank's regulatory
capital calculation as Tier 1 capital.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2002

For the nine months ended September 30, 2002, the Corporation has recorded
steadily narrowing losses and recorded a profit for the three-month period
ending September 30, 2002. To facilitate understanding of the Corporation's
growth and activities during 2001 and year-to-date 2002, a comparison of
selected financial information for each of the quarters of 2001 and 2002 will be
presented in addition to comparisons of the nine months ended September 30, 2002
and 2001.


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

                                  (Continued)

                                                                             15.


<PAGE>

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

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

The net loss for the nine months ended September 30, 2002 decreased to $121,311
from $905,079 for the same period in 2001. The decreased loss was primarily a
result of continued growth in net interest income as the Bank's interest-earning
asset base has grown, funded by increases in deposits and the obligated
mandatorily redeemable capital securities of subsidiary trust security issuance.
Basic and diluted loss per common share for the nine months ended September 30,
2002 was $.13 per common share compared to $.94 for the nine months ended
September 30, 2001.

The Corporation recorded its first profitable quarter during the third quarter
of 2002, earning $44,349. This compares to a $63,883 loss in the second quarter
of 2002, and a $101,777 loss in the first quarter of 2002. This compares with
quarterly net loss of $216,114 in the fourth quarter of 2001, $277,050 in the
third quarter of 2001, $309,572 in the second quarter of 2001, and $318,457 in
the first quarter of 2001.

Net interest income for the nine months ended September 30, 2002 was $1,913,175
compared with $671,745 for the nine months ended September 30, 2001. This
increase was due primarily to growth in the Bank's net loans and investment
securities, both funded by deposit growth. The average annualized yield on
interest-earning assets for the nine months ended September 30, 2002 was 6.26%,
compared to 6.87% for the nine months ended September 30, 2001. The decline in
yield is a result of the decline in market interest rates that occurred
throughout 2001 and has continued in 2002. The average annualized rate paid on
interest-bearing liabilities was 3.95% for the nine months ended September 30,
2002 and 5.18% for the nine months ended September 30, 2001. The annualized net
interest margin was 2.51% for the nine months ended September 30, 2002, compared
to 2.77% for the nine months ended September 30, 2001. The decrease in the net
interest margin resulted from a higher percentage of interest-earning assets
being funded by equity in the first half of 2001 compared to the first half of
2002, and due to the decrease in the yield earned on interest-earnings assets.
However, the increase in average earnings assets more than offset the decline in
the net interest margin.

The provision for loan losses charged to operations was based on management's
evaluation of portfolio risk and economic factors. Due to the short length of
time that the Bank has been in existence, it does not have sufficient historical
data on its own loan portfolio to utilize in determining the appropriate
provision for loan losses. As a result and until the Bank has sufficient
historical data from its own loan portfolio, management will utilize peer
information and current economic trends to evaluate the appropriate provision
for loan losses for the period. The provision for loan losses was $354,956 for
the nine months ended September 30, 2002 as compared to $215,098 for the nine
months ended September 30, 2001. The allowance for loan losses totaled $739,133
at September 30, 2002 and $385,923 at December 31, 2001. One loan was
charged-off during the nine months ended September 30, 2002 while no loans were
charged off during the nine months ended September 30, 2001. At September 30,
2002 and December 31, 2001, none of the allowance for loan losses was allocated
to impaired loan balances, as there were no loans considered impaired. At
September 30, 2002 and December 31, 2001, the allowance was .98% and .74% of
total loans, respectively.

Management allocated approximately 44.5% of the allowance to commercial real
estate loans, 27.7% to commercial loans, 21.7% to 1-4 family mortgage loans, and
6.1% to consumer loans to individuals at September 30, 2002, leaving no
unallocated amount. There were no nonperforming loans at September 30, 2002 or
December 31, 2001. Management believes the allowance for loan losses at
September 30, 2002 is adequate to absorb probable losses in the loan portfolio.



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

                                  (Continued)

                                                                             16.


<PAGE>

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

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

Total noninterest income was $187,306 for the nine months ended Sept 30, 2002 as
compared to $59,943 for the nine months ending September 30, 2001. Noninterest
income resulted primarily from overdraft fees and other service charges on
deposit accounts. The increase was due to higher volume of deposit customers and
the related fees associated with those accounts.

Total noninterest expense increased 31.3% for the nine months ended September
30, 2002 as compared to the nine months ending September 30, 2001. Salaries and
employee benefits increased $164,448 to $820,562 in the first nine months of
2002, from $656,114 in the first nine months of 2001. The increase in salaries
and benefits was primarily from the opening of the Millersburg office during the
first quarter of 2002 and the addition of back office staff to handle additional
volume of loans and deposits. Occupancy and equipment costs increased to
$346,625 in the first nine months of 2002, which represents an $113,331 increase
over the first nine months of 2001. This increase was due to the Wooster office
moving into its permanent facilities during the second quarter of 2001 and the
opening the new full service facility in Millersburg during the first quarter of
2002. On June 18, 2002, the Bank entered into a formal agreement with the Office
of the Comptroller of the Currency (OCC). As a result, professional fees
increase from $97,717 for the nine months ended September 30, 2001 to $179,389
for the nine months ended September 30, 2002 as the Bank utilized outside
consultants to assist in complying with the above mentioned agreement. All the
remaining noninterest expense categories increased a combined total of $85,716
due to increases in overhead associated with the continued growth in the Bank's
customer base, including data processing costs, coupled with improvements in
customer service levels in its market areas.

The income tax benefit from the net operating losses for the nine months ended
September 30, 2002 and September 30, 2001 has not been reflected in the
consolidated financial statements. A valuation allowance has been recorded to
offset deferred tax assets. At such time when management believes that it is
more likely than not that the income tax benefit will be used by the
Corporation, the valuation allowance will be reduced and a tax benefit will be
realized. The income tax benefit from losses can be carried forward for twenty
years from the time of the loss before they expire. Accordingly, the
Corporation's net operating loss carry forward for 2002 will expire in 2022, if
it were to remain unused at that time.

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2002

The net profit for the three months ended September 30, 2002 was $44,349
compared to a net loss of $277,050 for the same period in 2001. The improvement
in earnings was primarily a result of continued growth in net interest income as
the Bank's interest-earning asset base has grown, funded by increases in
deposits. Net interest income for the three months ended September 30, 2002
increased to $758,790 from $290,924 for the same period in 2002. Basic and
diluted earnings per common share for the three months ended September 30, 2002
was $.05 compared to a net loss of $.29 per common share for the three months
ended September 30, 2001.

The increase in net interest income was accompanied by an increase in
noninterest income and partially offset by an increase in noninterest expense.
Total noninterest income increased from $32,534 for the three months ended
September 30, 2001 to $67,272 for the three months ended September 30, 2002. The
increase was due to higher volume of deposit customers and the related fees
associated with those accounts. Total noninterest expense increased to $677,713
from $495,508 in the same period in 2001. This increase was due to the increase
in salaries and occupancy expense primarily related to the opening of the
Millersburg facility, and professional fees to comply with the OCC agreement as
discussed above.

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

                                  (Continued)

                                                                             17.


<PAGE>

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

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

The provision for loan losses was $104,000 for the three months ended September
30, 2002 as compared to $105,000 for the three months ended September 30, 2001.
No loans were charged-off during either of the three-month periods ending
September 30, 2002 or September 30, 2001.

LIQUIDITY

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

Cash and cash equivalents increased $1.1 million, or 12.9%, to $9.8 million at
September 30, 2002 compared to $8.7 million at December 31, 2001. Cash and
equivalents represented 8.3% of total assets at September 30, 2002 and 11.1% of
total assets at December 31, 2001. The Bank has federal fund sources from
various correspondent banks, should the Corporation need to supplement its
future liquidity needs in order to meet loan demand or to fund investment
opportunities. As the Bank grows and deposits are used to fund loans, management
anticipates liquidity will further decrease. Management believes its current
liquidity level is sufficient to meet anticipated future growth, and management
monitors its liquidity position on a regular basis.

CAPITAL RESOURCES

Total shareholders' equity was $7.4 million at September 30, 2002, an increase
of $470,000 from $6.9 million at December 31, 2001. The increase was a result of
other comprehensive income of $591,775 in the first nine months of 2002, offset
by a net loss of $121,311. The increase in other comprehensive income reflected
unrealized gains on securities available for sale.

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


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

                                  (Continued)

                                                                             18.


<PAGE>

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

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

The Bank meets all regulatory capital requirements. The ratio of total capital
to risk-weighted assets was 14.24% at September 30, 2002, while the Tier 1
risk-based capital and leverage ratios were 13.26% and 8.55%. Regulatory
minimums call for a total risk-based capital ratio of 8.0%, at least half of
which must be Tier 1 capital and a leverage ratio of 4.0%. However, as part of
the supervisory agreement between the Bank and the OCC, the Bank must maintain a
Tier I capital level of at least 11% of risk-weighted assets and 8% of adjusted
total assets. Additionally, in accordance with the Agreement, management has
developed a three-year capital program that includes a specific plan for
maintaining capital at the specified levels, identifies sources and types of
additional capital considering growth projections, and contains contingency
plans should primary sources of capital become unavailable. Under the agreement,
until the Bank receives notice from the OCC that it has complied with the
OCC-approved Strategic and Staffing Plan, and has received no supervisory
objection to its Capital Plan, the Bank's asset growth cannot exceed 5% per
calendar quarter. The Capital Plan has been submitted to the OCC and received no
supervisory objection. The Strategic and Staffing Plans have also both been
submitted to the OCC for review.

Additionally, the Agreement prohibits the Board of Directors from declaring or
paying any dividends unless the Bank is in compliance with (1) certain statutory
requirements, its approved capital program, and the Tier I capital levels set
forth in the Agreement, and (2) has notified the OCC. As a holding company
without significant assets other than its ownership of the Bank, the
Corporation's ability to meet its cash obligations is dependent upon the payment
of dividends by the Bank.


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

                                                                             19.


<PAGE>


                                OHIO LEGACY CORP
                             CONTROLS AND PROCEDURES

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

Item 3. CONTROLS AND PROCEDURES

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


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

                                                                             20.




<PAGE>



                                OHIO LEGACY CORP
                           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.

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

            Exhibit
            Number                    Description of Document
            ------                    -----------------------

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

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

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

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

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

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

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

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

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



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

                                  (Continued)

                                                                             21.


<PAGE>


                                OHIO LEGACY CORP
                           PART II - OTHER INFORMATION

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

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

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

            10.6    Employment Agreement with Mr. Boss (incorporated by
                    reference to the Registrant's December 31, 2001 Form 10-KSB
                    filed April 1, 2002)

            10.7    Lease Agreement dated October 2001 by and between
                    Shee-Bree's, L.L.C. and Ohio Legacy Corp. (incorporated by
                    reference to the Registrant's December 31, 2001 Form 10-KSB
                    filed April 1, 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 8, hereof)

            99.1    Certification Pursuant To 18 U.S.C. Section 1350 As Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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



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

                                                                             22.


<PAGE>



                                OHIO LEGACY CORP
                                   SIGNATURES

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

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

                                         OHIO LEGACY CORP

Dated:  November 8, 2002                 By:  /S/ L. Dwight Douce
--------------------------               ---------------------------------------
                                         L. Dwight Douce, President, Chief
                                         Executive Officer, Director
                                         and Principal Accounting Officer





















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

                                                                             23.


<PAGE>



                                OHIO LEGACY CORP
                                  CERTIFICATION

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

I, L. Dwight Douce, certify that:

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

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

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

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

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

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


Date: November 8, 2002

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


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

                                                                             24.


<PAGE>



                                OHIO LEGACY CORP
                                  EXHIBIT INDEX

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


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

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

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

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

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

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

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

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

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

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

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

              10.6          Employment Agreement with Mr. Boss (incorporated by reference to
                            the Registrant's December 31, 2001 Form 10-KSB filed April 1, 2002)          N/A

</TABLE>

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<PAGE>


                                OHIO LEGACY CORP
                                  EXHIBIT INDEX

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<TABLE>
<CAPTION>

<S>                 <C>                                                                         <C>

      10.7          Lease Agreement dated October 2001 by and between Shee-Bree's, L.L.C.
                    and Ohio Legacy Corp. (incorporated by reference to the Registrant's
                    December 31, 2001 Form 10-KSB filed April 1, 2002.                           N/A

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

      99.1          Certification Pursuant To 18  U.S.C. Section 1350 As Adopted Pursuant
                    to Section 906 of the Sarbanes-Oxley Act of 2002.                            27

</TABLE>







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