<PAGE>




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

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 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 May 11, 2002, the latest practicable date, 965,500 shares of the issuers
common shares, no par value, were issued and outstanding.

Transitional Small Business Disclosure Format (check one):

Yes [ ]     No [X]



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

                                                                              1.


<PAGE>



                                OHIO LEGACY CORP
                                   FORM 10-QSB
                          QUARTER ENDED MARCH 31, 2002

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

PART 1 - FINANCIAL INFORMATION

ITEM 1 - Financial Statements                                               Page

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

Consolidated Statement 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.......................................... 13


PART II - OTHER INFORMATION................................................. 17


SIGNATURES.................................................................. 19


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

                                                                              2.


<PAGE>





                                OHIO LEGACY CORP
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

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

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                                                  March 31,          December 31,
                                                                    2002                 2001
                                                                    ----                 ----
<S>                                                          <C>                   <C>
ASSETS
Cash and due from banks                                      $     3,448,795       $   2,102,438
Federal funds sold                                                 8,972,000           6,596,000
                                                             ---------------       -------------
     Cash and cash equivalents                                    12,420,795           8,698,438
Securities available for sale                                     25,806,843          16,177,938
Loans, net                                                        64,166,380          51,426,133
Federal Reserve Bank stock                                           221,300             221,300
Premises and equipment, net                                        2,187,144           1,592,977
Accrued interest receivable and other assets                         860,799             452,771
                                                             ---------------       -------------

     Total assets                                            $   105,663,261       $  78,569,557
                                                             ===============       =============

LIABILITIES AND SHAREHOLDER'S EQUITY
Deposits
     Non-interest bearing                                    $     2,875,942       $   2,466,958
     Interest bearing demand                                       9,993,859           9,434,851
     Savings                                                      34,419,032          14,830,102
     Certificates of deposit                                      46,648,360          43,784,548
                                                             ---------------       -------------
         Total deposits                                           93,937,193          70,516,459
Capital lease obligation                                             993,498             541,130
Obligated mandatory redeemable capital securities of
  subsidiary trust                                                 3,429,000                   -
Other borrowed funds                                                 105,000                   -
Accrued interest payable and other liabilities                       626,058             595,618
                                                             ---------------       -------------
     Total liabilities                                            99,090,749          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 at March 31, 2002
     and December 31, 2001                                         8,988,710           8,988,710
Accumulated deficit                                               (2,215,801)         (2,114,024)
Accumulated other comprehensive income (loss)                       (200,397)             41,664
                                                             ---------------       -------------
     Total shareholders' equity                                    6,572,512           6,916,350
                                                             ---------------       -------------

         Total liabilities and shareholders' equity          $   105,663,261       $  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
                                                                              March 31,
                                                                              ---------
                                                                         2002           2001
                                                                         ----           ----
<S>                                                                 <C>             <C>
Interest income
     Loans                                                          $  1,052,639    $    184,830
     Investment securities                                               264,807          21,393
     Interest-bearing deposit, federal funds sold and other               33,040         112,068
                                                                    ------------    ------------
         Total interest income                                         1,350,486         318,291

Interest expense
     Deposits                                                            812,008         133,554
     Other borrowings                                                     25,226               -
                                                                    ------------    ------------
         Total interest expense                                          837,234         133,554
                                                                    ------------    ------------

Net interest income                                                      513,252         184,737

Provision for loan losses                                                125,956          44,548
                                                                    ------------    ------------

Net interest income after provision for loan losses                      387,296         140,189

Noninterest income
     Service charges and other fees                                       56,558           7,150
     Other income                                                          1,781             813
                                                                    ------------    ------------
         Total other income                                               58,339           7,963

Noninterest expense
     Salaries and benefits                                               236,328         222,718
     Occupancy and equipment                                              97,678          64,782
     Professional fees                                                    46,838          27,513
     State franchise taxes                                                26,263          27,900
     Data processing                                                      52,116          35,003
     Stationery and supplies                                              24,553          14,668
     Marketing and advertising                                            15,868          28,454
     Other expenses                                                       47,770          45,571
                                                                    ------------    ------------
         Total noninterest expense                                       547,414         466,609
                                                                    ------------    ------------

Net loss                                                            $   (101,777)   $   (318,457)
                                                                    ============    ============

Basic earnings (loss) per share                                     $       (.11)   $      (.33)
                                                                    ============    ===========
Diluted earnings (loss) per share                                   $       (.11)   $      (.33)
                                                                    ============    ===========
</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
                                                                                    March 31,
                                                                                    ---------
                                                                               2002           2001
                                                                               ----           ----

<S>                                                                       <C>            <C>
Net Loss                                                                  $   (101,777)  $    (318,457)

Other comprehensive income (loss)
     Unrealized gain/(loss) on available for sale securities
       arising during the period                                              (242,061)         (8,094)
     Reclassification adjustment for amounts realized on
       securities sales included in net income                                       -               -
                                                                          ------------    ------------

Comprehensive income (loss)                                               $   (348,838)   $   (326,551)
                                                                          ============    ============
</TABLE>






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

               See notes to the consolidated financial statements.

                                                                              5.

<PAGE>


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

--------------------------------------------------------------------------------
<TABLE>
                                                     Three Months Ended
                                                          March 31,
                                                          ---------
                                                     2002           2001
                                                     ----           ----

<S>                                             <C>             <C>
Balance at beginning of period                  $  6,916,350    $  7,999,727

Net loss                                            (101,777)       (318,457)

Change in unrealized gain/(loss) on
  securities available for sale                     (242,061)         (8,094)
                                                ------------    ------------

Balance at end of period                        $  6,572,512    $  7,673,176
                                                ============    ============


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

               See notes to the consolidated financial statements.

                                                                              6.


<PAGE>



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

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

<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                               March 31,
                                                                               ---------
                                                                        2002              2001
                                                                        ----              ----

<S>                                                              <C>                <C>
Net cash flows from operating activities
     Net loss                                                    $      (101,777)   $      (318,457)
     Adjustments to reconcile net loss to net cash from
       operating activities
         Depreciation                                                     40,325             17,337
         Securities amortization and accretion                            (7,402)            (9,642)
         Provision for loan loss                                         125,956             44,548
         Net change in:
             Accrued interest receivable and other assets               (408,028)           (75,766)
             Accrued expenses and other liabilities                       30,440           (239,628)
             Deferred loan fees                                            7,852              1,505
                                                                 ---------------    ---------------
         Net cash from operating activities                             (312,634)          (580,103)

Cash flows from investing activities
     Securities available for sale:
         Purchases                                                   (11,043,754)                 -
         Maturities/Calls                                              1,180,190            750,000
     Net change in loans                                             (12,874,055)        (8,272,428)
     Purchases of premises and equipment                                (181,492)          (101,738)
                                                                 ---------------    ---------------
         Net cash from investing activities                          (22,919,111)        (7,624,166)


Cash flows from financing activities
     Net change in deposits                                           23,420,734         11,644,445
     Repayment of capital lease obligation                                  (632)                 -
     Proceeds from issuance of subordinated debt                       3,429,000                  -
     Proceeds from note payable                                          105,000                  -
                                                                 ---------------    ---------------
         Net cash from financing activities                           26,954,102         11,644,445
                                                                 ---------------    ---------------


Increase in cash and cash equivalents                                  3,722,357          3,440,176
Cash and cash equivalents at beginning of period                       8,698,438          7,387,087
                                                                 ---------------    ---------------

Cash and cash equivalents at end of period                       $    12,420,795    $    10,827,263
                                                                 ===============    ===============

Supplemental disclosures of cash flow information
     Cash paid during the year for
         Interest                                                $       773,076    $        62,066
         Taxes                                                                 -                  -

     Noncash transaction

         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
                                   (Unaudited)

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 Ohio Legacy Corp ("the Corporation") at
March 31, 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 generally accepted accounting
principles 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 tax expense is the total of the current year income tax due or refundable
and the change in deferred tax assets and liabilities. Deferred tax assets and
liabilities are the expected future tax amounts for the temporary differences
between carrying amounts and tax bases of assets and liabilities, computed using
enacted tax rates. A valuation allowance has been recorded to offset the net
deferred tax assets as the Company has not yet paid any income taxes which would
be refundable if these timing differences reversed and there is no assurance of
future taxable income.

Earnings (loss) per share computations are based on the weighted average number
of shares of common stock outstanding during the year. The weighted average
number of shares outstanding for both basic and diluted earnings (loss) per
share was 965,500 for the three months ended March 31, 2002 and 965,000 for the
three months ended March 31, 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 months ended March 31, 2002, and March 31, 2001,
respectively, because they were not dilutive. Stock options for 86,500 shares
were not considered in computing diluted earnings per share for the three months
ended March 31, 2002, because they were not dilutive. No options had been
granted as of March 31, 2001.

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting 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. Other identified intangible
assets, such as core deposit intangible assets, will continue to be amortized
over their estimated useful lives. The Corporation adopted this Statement on
January 1, 2002. The adoption of this Statement did not have an impact on the
Corporation's financial statements, as it has no intangible assets.

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

                                   (Continued)
                                                                              8.

<PAGE>

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

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 is effective for the Corporation January 1,
2002. The effect of this Statement on the financial position and results of
operations of the Corporation was not material.

NOTE 2 - SECURITIES

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

<TABLE>
<CAPTION>
                                                                         Gross            Gross
                                                       Amortized      Unrealized       Unrealized         Fair
                                                         Cost            Gains           Losses           Value
                                                         ----            -----           ------           -----
March 31, 2002
--------------
<S>                                                 <C>              <C>             <C>             <C>
    U.S. Government and federal agency              $  13,500,319    $      53,823   $     (74,578)  $   13,479,564
    Mortgage backed securities                         12,506,921            1,389        (181,031)      12,327,279
                                                    -------------    -------------   -------------   --------------

    Total                                           $  26,007,240    $      55,212   $    (255,609)  $   25,806,843
                                                    =============    =============   =============   ==============

December 31, 2001
-----------------
    U.S. Government and federal agency              $  11,003,206    $     109,341   $     (21,517)  $   11,091,030
    Mortgage backed securities                          5,133,068            2,555         (48,715)       5,086,908
                                                    -------------    -------------   -------------   --------------

    Total                                           $  16,136,274    $     111,896   $     (70,232)  $   16,177,938
                                                    =============    =============   =============   ==============
</TABLE>

Contractual maturities of debt securities at March 31, 2002 were as follows.

                                                     Amortized          Fair
                                                       Cost             Value
                                                       ----             -----
       Due in one to five years                    $  12,502,964   $  12,482,209
       Due in five to ten years                          997,355         997,355
                                                   -------------   -------------
                                                      13,500,319      13,479,564
       Mortgage backed securities                     12,506,921      12,327,279
                                                   -------------   -------------

                                                   $  26,007,240   $  25,806,843
                                                   =============   =============


No securities were sold during the three months ended March 31, 2002. One
security in the amount of $10,000 was pledged to secure public funds at March
31, 2002 and December 31, 2001.

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

                                   (Continued)
                                                                              9.


<PAGE>

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

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

NOTE 3 - LOANS

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

<TABLE>
<CAPTION>
                                                   March 31,          December 31,
                                                     2002                 2001
                                                     ----                 ----
<S>                                            <C>                    <C>
     Commercial                                $   10,695,356         $   9,599,317
     Mortgage loans on real estate:
         1-4 and multifamily residential           30,503,277            24,041,743
         Nonresidential commercial                 14,706,985            11,574,950
         Construction                               2,978,368             1,313,401
     Consumer                                       5,882,149             5,362,669
                                              ---------------       ---------------
                                                   64,766,135            51,892,080
     Less:    Allowance for loan losses              (511,879)             (385,923)
              Net deferred loan fees                  (87,876)              (80,024)
                                              ---------------       ---------------

     Loans, net                               $    64,166,380       $    51,426,133
                                              ===============       ===============

</TABLE>

Activity in the allowance for loan losses was as follows.

                                              Three Months Ended
                                                   March 31,
                                                   ---------
                                             2002           2001
                                             ----           ----

     Beginning balance                  $     385,923   $     36,125
     Provision for loan losses                125,956         44,548
     Loans charged-off                              -              -
     Recoveries                                     -              -
                                        -------------   ------------

     Ending balance                     $     511,879   $     80,673
                                        =============   ============

At March 31, 2002 and December 31, 2001 and for the three months ended March 31,
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.

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

                                   (Continued)
                                                                             10.

<PAGE>

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

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


NOTE 4 - OBLIGATED MANDATORILY REDEEMABLE CAPITAL SECURITIES
OF SUBSIDIARY TRUST

In March 2002, the Corporation issued $3,429,000 of 8.25% fixed-rate Obligated
Mandatorily Redeemable Capital Securities through a special purpose subsidiary,
which will mature March 31, 2022. The Corporation's capital securities may be
redeemed by the Corporation, in whole, at the Corporation's option commencing
March 31, 2007, at par. $3,100,000 was infused into the Bank as a capital
contribution and as a result is included in the Bank's regulatory capital
calculations as Tier 1 capital.

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 25, 2002, authorized the addition of 100,000
shares to 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 will vest immediately. Employees were granted a
total of 48,000 nonqualified stock options. The employee stock options will vest
after three years. The exercise price for all 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 grant. All options expire ten years from the date of 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 stock offering. The
warrants vest in approximately equal percentages each year over a three-year
period from the date of grant. Each warrant entitles the holder to purchase a
share of common stock at the price of $10.00 per share and will expire ten years
from the date of issuance. 49,100 warrants were exercisable at March 31, 2002
and December 31, 2001.





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

                                   (Continued)
                                                                             10.


<PAGE>


                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE 6 - STOCK WARRANTS

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

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 March 31, 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.

                                               March 31,      December 31,
                                                 2002             2001
                                                 ----             ----
     Commitments to make loans
         Variable rate                     $   11,386,000     $   9,232,000
         Fixed rate                             1,758,000         2,055,000
     Unused lines of credit                     6,282,000         6,266,000

Commitments to make loans are generally made for periods of 30 days or less. The
fixed rate loan commitments have interest rates ranging from 6.88% to 8.50% at
March 31, 2002 and 6.63% to 9.00% at December 31, 2001.



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

                                   (Continued)
                                                                             12.


<PAGE>



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

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

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

INTRODUCTION

In the following pages, management presents an analysis of the consolidated
financial condition of the Corporation at March 31, 2002 compared to December
31, 2001, and the consolidated results of operations for the three months ended
March 31, 2002 compared to the three months ended March 31, 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.

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

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

The Bank offers competitive products in its markets and believes it will have
the cash requirements for funding loans. The Bank will work with customers to
design products and services that will meet their individual needs.

FORWARD-LOOKING STATEMENTS

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


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

                                   (Continued)
                                                                             13.

<PAGE>

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

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

FINANCIAL CONDITION

At March 31, 2002, total assets were $105,663,261, compared to assets of
$78,569,557 at December 31, 2001. The difference of $27,093,704 represents a
34.5% growth in assets over December 2001 levels. This increase was funded
primarily by growth in deposits, which increased by $23,420,734 since December
31, 2001. At March 31, 2002, gross loans were $64,766,135 compared to
$51,892,080 at December 31, 2001. The mix of total loans receivable at March 31,
2002, was $10,695,356, or 16.5%, in commercial loans, $48,188,630, or 74.4%, in
mortgage loans on real estate, and $5,882,149, or 9.1%, in consumer loans to
individuals compared to $9,599,317, or 18.5%, in commercial loans, $36,930,094,
or 71.2%, in mortgage loans on real estate, and $5,362,669, or 10.3%, in
consumer loans to individuals at December 31, 2001. Cash and cash equivalents
amounted to $12,420,795 at March 31, 2002, compared to $8,698,438 at December
31, 2001. Management is maintaining high levels of cash and cash equivalents to
fund loan commitments currently pending.

Premises and equipment, net, increased $594,167 from $1,592,977 at December 31,
2001 to $2,187,144 at March 31, 2002. The increase was due to the opening of a
full service branch office facility located at 225 North Clay Street in
Millersburg, Ohio in March 2002. The lease on the permanent facility has been
recorded as a capital lease.

Total deposits at March 31, 2002, amounted to $93,937,193, compared to deposits
of $70,516,459 at December 31, 2001. The difference of $23,420,734 represents a
33.2% growth in deposits over December 2001 levels. These funds were invested
primarily in securities and loans receivable. The growth in deposits and in
particular, savings accounts, was the result of the new branch opening in
Millersburg and competitive pricing on savings accounts. Management anticipates
the Bank will experience further growth in all deposit accounts during 2002 as
the Corporation continues to attract new customers but at more moderate levels.

During the first quarter, the Corporation created Ohio Legacy Trust I for the
sole purpose of issuing 8.25% trust preferred debt securities. The issue
generated $3,429,000 of which $3,100,000 was infused into the Bank as a capital
contribution and as a result is included in the Bank's regulatory capital
calculations as Tier 1 capital.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002
AND MARCH 31, 2001

The net loss for the three months ended March 31, 2002 decreased to $101,777,
from $318,457 for the same period in 2001. The decreased loss was primarily a
result of continued balance sheet growth over the prior period.

Consolidated net loss for the Corporation for the three months ended March 31,
2002 was $101,777, compared to a net loss of $318,457 for the three months ended
March 31, 2001. Basic and diluted loss per common share for the three months
ended March 31, 2002 was $0.11 per common share compared to $0.33 for the three
months ended March 31, 2001. No dividends were paid during the three months
ended March 31, 2002 or 2001.


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

                                   (Continued)
                                                                             14.


<PAGE>

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

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


Net interest income for the three months ended March 31, 2002 was $513,252,
compared with $184,737 for the three months ended March 31, 2001. This increase
was due primarily to growth in the Bank's assets, funded primarily by deposit
growth. The average yield on interest-earning assets for the three months ended
March 31, 2002 was 6.26%, which included an average rate of 1.64% on federal
funds sold and other short-term investments, 5.19% on securities and 7.21% on
loans receivable. The average rate paid on interest-bearing liabilities was
4.14%. The Bank has been very competitive in its deposit rate offerings which
has contributed to the high level of deposit growth. The net interest margin was
2.38% for the three months ended March 31, 2002, compared to 4.40% for the three
months ended March 31, 2001. The decrease in the net interest margin over the
period resulted primarily from the fact that a higher percentage of
interest-earning assets were funded by equity in first quarter of 2001 compared
to the first quarter of 2002.

The provision for loan losses charged to operations was based on management's
evaluation of portfolio risk and economic factors. The provision for loan losses
was $125,956 for the three months ended March 31, 2002 as compared to $44,548
for the three months ended March 31, 2001. The allowance for loan losses totaled
$511,879 at March 31, 2002 and $385,923 at December 31, 2001. No loans were
charged-off during the three months ended March 31, 2002 or March 31, 2001. At
March 31, 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 March 31, 2002 and December 31, 2001, the allowance was 0.79% and 0.74% of
total loans, respectively.

Management allocated approximately 26.4% of the allowance to commercial loans,
66.1% to mortgage loans on real estate, and 7.5% to consumer loans to
individuals at March 31, 2002, leaving no unallocated amount. There were no
nonperforming loans at March 31, 2002 or December 31, 2001. Management believes
the allowance for loan losses at March 31, 2002 is adequate to absorb probable
losses in the loan portfolio.

Total noninterest income was $58,339 for the three months ended March 31, 2002
as compared to $7,963 for the three months ending March 31, 2001. Noninterest
income resulted primarily from overdraft fees and other service charges on
deposit accounts. The increase was due to the increase in the number of accounts
for the comparable periods.

Total noninterest expense increased 17.3% the three months ended March 31, 2002
as compared to the three months ending March 31, 2001. Salaries and employee
benefits increased $13,610 to $236,328 in the first quarter of 2002, from
$222,718 in the first quarter of 2001. Occupancy and equipment costs increased
to $97,678 in the first quarter of 2002, which represents a $32,896 increase
over the first quarter of 2001. This increase was due to the Wooster office
moving into its permanent facilities during the 2nd quarter of 2001 and the
opening the new full service facility in Millersburg during the 1st quarter of
2002. All the remaining noninterest expense categories increased a combined
total of $34,299 due to increase overhead associated with the continued growth
of the Corporation and the improvement in customer service in its market areas.

The income tax benefit from the net operating losses for the three months ended
March 31, 2002 and 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 the 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 they were to remain unused at that
time.


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

                                   (Continued)
                                                                             15.


<PAGE>

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

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


LIQUIDITY

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

Cash and cash equivalents increased $3,722,357, or 42.8%, to $12,420,795 at
March 31, 2002 compared to $8,698,438 at December 31, 2001. Cash and equivalents
represented 11.8% of total assets at March 31, 2002 and 11.1% of total assets at
December 31, 2001. The Bank has various federal fund sources from correspondent
banks, should the Corporation need to supplement its future liquidity needs in
order to meet loan demand or to fund investment opportunities. As the Bank grows
and deposits are used to fund loans, management anticipates liquidity ratios
will 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 $6,572,512 at March 31, 2002, a decrease of
$343,838 from $6,916,350 at December 31, 2001. The decrease was a result of a
net loss of $101,777 in the first three months of 2002, and other comprehensive
losses of $242,061.

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

The Bank meets all regulatory capital requirements. The ratio of total capital
to risk-weighted assets was 16.07% at March 31, 2002, while the Tier 1
risk-based capital ratio was 15.27%. Regulatory minimums call for a total
risk-based capital ratio of 8.0%, at least half of which must be Tier 1 capital.
The Bank's leverage ratio, defined as Tier 1 capital divided by average assets,
of 10.79% at March 31, 2002 exceeded the regulatory minimum for capital adequacy
purposes of 4.0%. However, as a de novo or start-up institution, the Bank is
required, under the terms of its approval order from the Office of the
Comptroller of the Currency, to maintain a minimum ratio of its Tier 1 capital
to average total assets of at least 8% during its first three years of
operations. The Bank's regulatory capital ratios increased from December 31,
2001 due to the infusion of $3,100,000 from the Holding Company from the
proceeds of the trust preferred debt securities.

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



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

                                   (Continued)
                                                                             15.

<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:

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

                                                                             17.


<PAGE>


                                OHIO LEGACY CORP
                           PART II - OTHER INFORMATION

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


<S>                     <C>
               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)

</TABLE>

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








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


                                                                             18.


<PAGE>


                                OHIO LEGACY CORP
                                   SIGNATURES

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

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

                                OHIO LEGACY CORP

Dated: May 14, 2002                    By:  / S /  L. Dwight Douce
---------------------------            -----------------------------------------
                                       L. Dwight Douce, President, Chief
                                       Executive Officer and Director
                                       (acting as Principal Accounting Officer)










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


                                                                             19.


<PAGE>

                                OHIO LEGACY CORP
                                INDEX TO EXHIBITS

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

<TABLE>
<CAPTION>

          Exhibit                                                                                  Sequential
          Number                                  Description of Document                             Page
          ------                                  -----------------------                             ----

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

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

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

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

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

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

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

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

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

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

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

           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>


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

                                                                             20.

<PAGE>

                                OHIO LEGACY CORP
                                INDEX TO EXHIBITS

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

<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)                                                                         N/A

</TABLE>











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

                                                                             21.