<PAGE>
                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM 10-KSB

  (Mark One)

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

        For the fiscal year ended December 31, 2001

        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the transition period from ______________ to ______________________

                        Commission file number 000-31673

                                OHIO LEGACY CORP
                                ----------------
                 (Name of small business issuer in its charter)

            OHIO                                      34-1903890
            ----                                      ----------
(State or other jurisdiction of                     (IRS Employer
incorporation or organization)                     Identification No.)

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

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

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                 Name of each exchange on which registered
-------------------                 -----------------------------------------
      None                                           N/A
      ----                                           ---

Securities registered under Section 12(g) of the Exchange Act:

                           Common Shares, No par value
                           ---------------------------
                                (Title of class)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The issuer's revenues for the year ended December 31, 2001 were $2,809,937.

At February 28, 2002, the aggregate market value of the voting stock held by
nonaffiliates of the registrant, based on a share price of $10.00 per share
(such price being the average of the bid and asked prices on such date) was
$4,885,000.

At February 28, 2002, the registrant had 965,500 common shares issued and
outstanding.

                            DOCUMENTS INCORPORATED BY
                 REFERENCE Part II of Form 10-KSB - Portions of
                       2001 Annual Report to Shareholders

       Part III of Form 10-KSB - Portions of Proxy Statement for the 2002
                         Annual Meeting of Shareholders

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



<PAGE>

                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

GENERAL
-------

Ohio Legacy Corp ("Ohio Legacy" or the "Company") was incorporated under the
laws of the State of Ohio in July 1999. During 1999 and the first nine months of
2000, Ohio Legacy's activities were limited to the organization of Ohio Legacy
Bank (the "Bank") and preparation for and completion of a common stock offering
(the "Offering"). Ohio Legacy and the Bank are referred to together as "the
Company." Ohio Legacy 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 Ohio Legacy
to provide the initial capitalization of the Bank, which occurred on October 3,
2000. At that time, the Bank began operations.

The Company, through the Bank, provides customary retail and commercial banking
services to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans, commercial loans, real
estate mortgage loans, installment loans and night depository facilities to
customers located primarily in Holmes, Stark and Wayne Counties, Ohio. General
economic conditions in the Company's market area have been sound.

The Bank is not significantly affected by seasonal activity or large deposits of
any individual depositor. At year-end 2001, the Bank held $92,688 deposits of
public funds (funds of governmental agencies and municipalities). No material
industry or group concentrations exist in the loan portfolio.

Certain risks are involved in granting loans which primarily relate to the
borrowers' ability and willingness to repay the debt. Before the Bank extends a
new loan to a customer, these risks are assessed through a review of the
borrower's past and current credit history, the collateral being used to secure
the transaction in case the customer does not repay the debt, the borrower's
character and other factors. Once the decision has been made to extend credit,
the Bank's responsible credit officer monitors these factors throughout the life
of the loan.

Commercial loans are primarily variable rate and include operating lines of
credit and term loans made to small businesses primarily based on their ability
to repay the loan from the businesses' cash flow. Such loans are typically
secured by business assets such as equipment and inventory and, occasionally, by
the business owner's principal residence. When the borrower is not an
individual, the Bank generally obtains the personal guarantee of the business
owner. As compared to consumer lending, which includes single-family residence,
personal installment loans and automobile loans, commercial lending entails
significant additional risks. These loans typically involve larger loan balances
and are generally dependent on the businesses' cash flow and, thus, may be
subject to adverse conditions in the general economy or in a specific industry.
Management reviews the borrower's cash flows when deciding whether to grant the
credit to evaluate whether estimated future cash flows will be adequate to
service principal and interest of the new obligation in addition to existing
obligations.

Commercial real estate loans are primarily secured by borrower-occupied business
real estate and are dependent on the ability of the related business to generate
adequate cash flow to service the debt. Such loans primarily carry adjustable
interest rates. Commercial real estate loans are generally originated with a
loan-to-value ratio of 80% or less. Management performs much the same analysis
when deciding whether to grant a commercial real estate loan as a commercial
loan.



                                                                               2
<PAGE>

Residential real estate loans and home equity lines of credit carry primarily
adjustable rates, although fixed-rate loans are originated and are secured by
the borrower's residence. Such loans are made based on the borrower's ability to
make repayment from employment and other income. Management assesses the
borrower's ability to repay the debt through review of credit history and
ratings, verification of employment and other income, review of debt-to-income
ratios and other measures of repayment ability. The Bank generally makes these
loans in amounts of 80% or less of the value of collateral. An appraisal is
obtained from a qualified real estate appraiser for substantially all loans
secured by real estate.

Construction loans are secured by residential and business real estate,
generally occupied by the borrower on completion. The Bank's construction
lending program is established in a manner to minimize risk of this type of
lending by not making a significant number of loans on speculative projects.
While not contractually required to do so, the Bank usually makes the permanent
loan at the end of the construction phase. Construction loans also are generally
made in amounts of 80% or less of the value of collateral.

Consumer installment loans to individuals include loans secured by automobiles
and other consumer assets, including second mortgages on personal residences.
Consumer loans for the purchase of new automobiles generally do not exceed 85%
of the purchase price of the car. Loans for used cars generally do not exceed
average wholesale or trade-in value as stipulated in a recent auto industry used
car price guide. Overdraft protection loans are unsecured personal lines of
credit to individuals of demonstrated good credit character with reasonably
assured sources of income and satisfactory credit histories. Consumer loans
generally involve more risk than residential mortgage loans because of the type
and nature of collateral and, in certain types of consumer loans, the absence of
collateral. Since these loans are generally repaid from ordinary income of an
individual or family unit, repayment may be adversely affected by job loss,
divorce, ill health or by general decline in economic conditions. The Bank
assesses the borrower's ability to make repayment through a review of credit
history, credit ratings, debt-to-income ratios and other measures of repayment
ability.


EMPLOYEES
---------

At December 31, 2001, the Bank employed 22 full time equivalent employees. The
Bank provides a number of benefits such as health, disability and life insurance
for all qualified employees. No employee is represented by a union or collective
bargaining group. Management considers its employee relations to be good. Ohio
Legacy has no employees not also employed by the Bank.


COMPETITION
-----------

The Bank operates in a highly-competitive industry due to statewide and
interstate branching by banks, savings and loan associations and credit unions.
In its primary market area of Holmes, Stark and Wayne Counties, Ohio, the Bank
competes for new deposit dollars and loans with several other commercial banks
(both large regional banks and smaller community banks) as well as savings and
loan associations, credit unions, finance companies, insurance companies,
brokerage firms and investment companies. The ability to generate earnings is
impacted in part by competitive pricing on loans and deposits, and by changes in
the rates on various U. S. Government Agency securities which comprise the
Bank's investment portfolio. These rates are used as indices on various loan
products. The Bank is competitive with respect to the interest rates and loan
fees that it charges, as well as in the pricing and variety of accounts it
offers to the depositor. The dominant pricing mechanism on loans is the prime
interest rate as published in the Wall Street Journal. The interest spread in
excess of the applicable prime rate depends on the overall account relationship
and the creditworthiness of the borrower. Deposit rates are set weekly by the
Asset/Liability Committee. The Bank's primary objective in setting deposit rates
is to remain competitive in the market area while maintaining an adequate
interest spread to meet overhead costs.


                                                                               3
<PAGE>


SUPERVISION AND REGULATION
--------------------------

The Bank is subject to supervision, regulation and periodic examination by the
Office of the Comptroller of the Currency (the "OCC"). Earnings of the Bank are
affected by state and federal laws and regulations, and by policies of various
regulatory authorities. These policies include, for example, statutory maximum
lending rates, requirements on maintenance of reserves against deposits,
domestic monetary policies of the Board of Governors of the Federal Reserve
System, United States fiscal policy, international currency regulations and
monetary policies, certain restrictions on banks' relationships with many phases
of the securities business and capital adequacy, and liquidity restraints.

THE BANK HOLDING COMPANY ACT. As a bank holding company, the Company is subject
to regulation under the Bank Holding Company Act of 1956, as amended (the
"BHCA"), and the examination and reporting requirements of the Board of
Governors of the Federal Reserve System ("Federal Reserve Board"). Under the
BHCA, the Company is subject to periodic examination by the Federal Reserve
Board and required to file periodic reports regarding its operations and any
additional information that the Federal Reserve Board may require.

The BHCA generally limits the activities of a bank holding company to banking,
managing or controlling banks, furnishing services to or performing services for
its subsidiaries and engaging in any other activities that the Federal Reserve
Board has determined or order to be so closely related to banking or to managing
or controlling banks as to be a proper incident to those activities. In
addition, the BHCA requires every bank holding company to obtain the approval of
the Federal Reserve Board prior to acquiring substantially all the assets of any
bank, acquiring direct or indirect ownership or control of more than 5% of the
voting shares of a bank or merging or consolidating with another bank holding
company.

GLB ACT. In November 1999, the Gramm-Leach-Bliley Act of 1999 (the "GLBA") went
into effect making substantial revisions to statutory restrictions separating
banking activities from other financial activities. Under the GLBA, bank holding
companies that are well-capitalized, well-managed and have at least a
satisfactory Community Reinvestment Act rating can elect to become "financial
holding companies." Financial holding companies and their subsidiaries may
engage in or acquire companies that engage in a broad range of financial
services which were previously not permitted, such as insurance underwriting,
securities underwriting and distribution, merchant banking and certain other
financial activities as determined by the Federal Reserve Board. The Company has
not registered as a financial holding company.

The GLBA adopts a system of functional regulation under which the Federal
Reserve Board is designated as the umbrella regulator for financial holding
companies, but financial holding company affiliates are principally regulated by
functional regulators such as the FDIC for state nonmember bank affiliates, the
Securities and Exchange Commission for securities affiliates and state insurance
regulators for insurance affiliates.

The GLBA contains extensive provisions on a customer's right to privacy of
non-public personal information. Under these provisions, a financial institution
must provide to its customers the institution's policies and procedures
regarding the handling of customers' non-public personal information. Except in
certain cases, an institution may not provide personal information to
unaffiliated third parties unless the institution discloses that such
information may be disclosed and the customer is given the opportunity to opt
out of such disclosure. The Company and the Bank are also subject to certain
state laws that deal with the use and distribution of non-public personal
information.

INTERSTATE BANKING AND BRANCHING. The Interstate Banking and Branch Efficiency
Act of 1995 has eased restrictions on interstate expansion and consolidation of
banking operations by, among other things: (i) permitting interstate bank
acquisitions regardless of host state laws, (ii) permitting interstate merger of
banks unless specific states have opted out of this provision and (iii)
permitting banks to establish new branches outside the state provided the law of
the host state specifically allows interstate bank branching.



                                                                               4
<PAGE>

FDIC. The Federal Deposit Insurance Corporation ("FDIC") is an independent
federal agency which insures the deposits of federally-insured banks and savings
associations up to certain prescribed limits and safeguards the safety and
soundness of financial institutions. The Bank's deposits are subject to the
deposit insurance assessments of the Bank Insurance Fund of the FDIC. Under the
FDIC's deposit insurance assessment system, the assessment rate for any insured
institution may vary according to regulatory capital levels of the institution
and other factors such as supervisory evaluations.

The FDIC is authorized to prohibit any insured institution from engaging in any
activity that poses a serious threat to the insurance fund and may initiate
enforcement actions against banks, after first giving the institution's primary
regulatory authority an opportunity to take such action. The FDIC may also
terminate the deposit insurance of any institution that has engaged in or is
engaging in unsafe or unsound practices, is in an unsafe or unsound condition to
continue operations or has violated any applicable law, order or condition
imposed by the FDIC. If deposit insurance is terminated, the deposits at the
institution at the time of termination, less subsequent withdrawals, shall
continue to be insured for a period from six months to two years, as determined
by the FDIC. The Company is not aware of any existing circumstances that could
result in termination of the Bank's deposit insurance.

CAPITAL GUIDELINES. The OCC and the Federal Reserve Board each have adopted
risk-based and leverage capital guidelines to evaluate the adequacy of capital
of bank holding companies and state member banks. Because the Company is less
than $150 million in total assets, it was not subject to the holding company
capital requirements. The guidelines involve a process of assigning various risk
weights to different classes of assets, then evaluating the sum of the
risk-weighted balance sheet structure against the holding company's capital
base. Failure to meet capital guidelines could subject a banking institution to
various penalties, including termination of FDIC deposit insurance. In addition,
the OCC and the FDIC may take various corrective actions against any
undercapitalized bank and any bank that fails to submit an acceptable capital
restoration plan or fails to implement a plan accepted by the OCC or the FDIC.
These powers include, but are not limited to, requiring the institution to be
recapitalized, prohibiting asset growth, restricting interest rates paid,
requiring prior approval of capital distributions by any bank holding company
that controls the institution, requiring divestiture by the institution of its
subsidiaries or by the holding company of the institution itself, requiring new
election of directors, and requiring the dismissal of directors and officers.
The Bank had risk-based capital ratios above minimum requirements at December
31, 2001.

COMMUNITY REINVESTMENT ACT. The Community Reinvestment Act requires depository
institutions to assist in meeting the credit needs of their market areas,
including low and moderate-income areas, consistent with safe and sound banking
practice. Under this Act, each institution is required to adopt a statement for
each of its marketing areas describing the depositary institution's efforts to
assist in its community's credit needs. Depositary institutions are periodically
examined for compliance and assigned ratings. Banking regulators consider these
ratings when considering approval of a proposed transaction by an institution.

Regulation of Ohio Legacy Bank
------------------------------

In addition to regulations of the Company, the Bank is subject to federal
regulation regarding such matters as reserves, limitations on the nature and
amount of loans and investments, issuance or retirement of its securities,
limitations on the payment of dividends and other aspects of banking operations.

In addition, the Bank is a member of the Federal Reserve System and, because it
is a national bank, is regulated by the OCC. Accordingly, the Bank is subject to
periodic examinations by the OCC. These examinations are designed primarily for
the protection of the depositors of the Bank and not for its shareholder or the
shareholders of the Company.



                                                                               5
<PAGE>

DIVIDEND RESTRICTIONS. The Company is a legal entity separate and distinct from
the Bank. Virtually all of the Company's revenues will result from dividends
paid by the Bank. The Bank is subject to laws and regulations that limit the
amount of dividends that it can pay. Under OCC regulations, a national bank may
not declare a dividend in excess of its undivided profits, which means that the
Bank must recover any start-up losses before it may pay a dividend to the
Company. Additionally, the Bank may not declare a dividend if the total amount
of all dividends, including the proposed dividend, declared by the Bank in any
calendar year exceeds the total of the Bank's retained net income of that year
to date, combined with its retained net income of the two preceding years,
unless the dividend is approved by the OCC. The Bank may not declare or pay any
dividend if, after making the dividend, the Bank would be "undercapitalized," as
defined in the federal regulations and described above under the heading
"Capital Guidelines." Furthermore, as part of the Bank's approval by the
regulatory agencies, it is prohibited from paying dividends to the Company 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
the Company prior to October 2003.

The deposits of the Bank are insured by the Bank Insurance Fund of the FDIC, and
the Bank is subject to the Federal Deposit Insurance Act. The Bank is subject to
periodic examinations by the FDIC. Pursuant to the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, a subsidiary of a financial
holding company may be required to reimburse the FDIC for any loss incurred due
to the default of another FDIC insured subsidiary of the financial holding
company or for FDIC assistance provided to such a subsidiary in danger of
default. The Company has only one subsidiary, the Bank, and therefore there is
no risk currently that the Bank would be responsible to reimburse the FDIC for
any such loss or assistance.

Effects of Government Monetary Policy
-------------------------------------

The earnings of the Banks are affected by general and local economic conditions
and by the policies of various governmental regulatory authorities. In
particular, the Federal Reserve Board regulates money and credit conditions and
interest rates to influence general economic conditions, primarily through open
market acquisitions or dispositions of United States Government securities,
varying the discount rate on member bank borrowings and setting reserve
requirements against member and nonmember bank deposits, Federal Reserve Board
monetary policies have had a significant effect on the interest income and
interest expense of commercial banks, including the Bank, and are expected to
continue to do so in the future.

Future Regulatory Uncertainty
-----------------------------

Federal regulation of financial institutions changes regularly and is the
subject of constant legislative debate. Further regulations may arise from the
events of September 11, 2001, such as the USA Patriot Act of 2001 which grants
law enforcement officials greater powers over financial institutions to combat
terrorism and money laundering. As a result, the Company cannot forecast how
federal regulation of financial institutions may change in the future or its
impact on the Company's operations.



                                                                               6


<PAGE>


STATISTICAL DISCLOSURES
-----------------------

The following schedules present, for the periods indicated, certain financial
and statistical information of the Company as required under the Securities and
Exchange Commission's Industry Guide 3, or a specific reference as to the
location of required disclosures included as a part of this Form 10-KSB as of
and for the year ended December 31, 2001.

        I. DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY;
           INTEREST RATES AND INTEREST DIFFERENTIAL

           A. & B.  Average Balance Sheet and Related Analysis of Net Interest
           Earnings

           The following table sets forth certain information relating to the
           Company's average balance sheet and reflects the average yield on
           interest-earning assets and the average cost of interest-bearing
           liabilities for the periods indicated. Such yields and costs are
           derived by dividing income or expense by the average balances of
           interest-earning assets or interest-bearing liabilities for the
           periods presented.

<TABLE>
<CAPTION>

                                                                                     Year ended December 31,
                                                             ---------------------------------------------------------------
                                                                             2001                            2000
                                                             ------------------------------- -------------------------------
                                                               Average     Interest            Average      Interest
                                                             outstanding   earned/   Yield/  outstanding    earned/   Yield/
                                                               balance      paid     rate      balance       paid     rate
                                                               -------      ----     ----      -------       ----     ----
                                                                             (Dollars in thousands)
<S>                                                            <C>          <C>      <C>      <C>          <C>        <C>
           Interest-earning assets:
              Loans (1)                                        $  25,777    $2,034   7.89%    $     399    $    38    9.45%
              Securities available for sale(2)                     5,430       299   5.50           195         12    6.46
              Interest-bearing deposits and federal funds sold     8,982       355   3.95         1,837        117    6.37
              Federal Reserve Bank stock                             247        15   6.01            66          4    6.01
                                                               ---------    ------            ---------    -------
                Total interest-earning assets                     40,436     2,703   6.69         2,497        171    6.86
           Noninterest-earning assets                              2,869    ------                  455    -------
                                                               ---------                      ---------
                Total assets                                   $  43,305                      $   2,952
                                                               =========                      =========

           Interest-bearing liabilities:
              Demand deposits                                  $   1,800        53     2.95  $      42        1    2.47
              Savings accounts                                     2,649        91     3.43         12        1    2.51
              Money market accounts                                4,781       164     3.43        202       12    5.81
              Certificates of deposit                             24,187     1,308     5.41        388       26    6.83
                                                               ---------     -----           ---------  -------
                Total deposits                                    33,417     1,616     4.84        644       40    6.14
              Other borrowings                                       350        51    14.57        293       26    9.03
                                                               ---------    ------           ---------  -------
                Total interest-bearing liabilities                33,767     1,667     4.94        937       66    7.04
           Noninterest-bearing demand accounts                     1,673                            39
           Noninterest-bearing liabilities                           402                           192
                                                               ---------                     ---------
                Total liabilities                                 35,842                         1,168
           Equity                                                  7,463                         1,784
                                                               ---------                     ---------
                Total liabilities and equity                   $  43,305                     $   2,952
                                                               =========                     =========

           Net interest income; interest-rate spread(3)                    $ 1,036     1.75%             $  105   (0.18)%
           Net earning assets                                  $   6,674                     $   1,560
                                                               =========                     =========
           Net interest margin(4)                                                      2.56%                       4.22%
                                                                                       ====                        ====
           Average interest-earning assets
             to interest-bearing liabilities                        1.20x              2.66x
                                                               =========               =====
</TABLE>

(1)  Net of net deferred loan fees and costs and loans in process.
(2)  Average balance includes unrealized gains and losses.  Yield is based on
     amortized cost.
(3)  Interest rate spread represents the difference between the yield on
     interest-earning assets and the cost of interest-bearing liabilities.
(4)  Net interest margin represents net interest income divided by average
     interest-earning assets.



                                                                               7
<PAGE>



           C.  Interest Differential

            The table below describes the extent to which changes in interest
            rates and changes in volume of interest-earning assets and
            interest-bearing liabilities have affected the Company's interest
            income and expense during the years indicated. For each category of
            interest-earning assets and interest-bearing liabilities,
            information is provided on changes attributable to (1) changes in
            volume (multiplied by prior year rate), (2) changes in rate
            (multiplied by prior year volume) and (3) total changes in rate and
            volume. The combined effects of changes in both volume and rate,
            which are not separately identified, have been allocated
            proportionately to the change due to volume and the change due to
            rate:

<TABLE>
<CAPTION>

                                                             Year ended December 31,        Year ended December 31,
                                                                     2001 vs. 2000                2000 vs. 1999
                                                             --------------------------- --------------------------
                                                                   Increase                    Increase
                                                                  (decrease)                  (decrease)
                                                                    due to                      due to
                                                                    ------                      ------
                                                              Volume     Rate     Total    Volume     Rate    Total
                                                              ------     ----     -----    ------     ----    -----
                                                                 (Dollars in thousands)       (Dollars in thousands)
<S>                                                           <C>      <C>      <C>       <C>      <C>      <C>
           Interest income attributable to:
              Loans                                           $ 2,003  $   (7)  $1,996    $    38  $     -  $    38
              Securities available for sale                       288      (2)     287         12        -       12
              Interest-bearing deposits and federal funds sold    298     (60)     238        117        -      117
              Federal Reserve Bank stock                           11       -       11          4        -        4
                                                              -------  ------   ------    -------  -------  -------
                Total interest-earning assets                 $ 3,199  $ (668)   2,532    $   171  $     -      171
                                                              =======  ======   ------    =======  =======  -------


           Interest expense attributable to:
              Demand deposits                                 $    52  $    -       52    $     1  $     -        1
              Savings accounts                                     90       -       90          1        -        1
              Money market accounts                               159      (7)     152         12        -       12
              Certificates of deposit                           1,289      (7)   1,282         26        -       26
              Other borrowings                                      6      19       25         26        -       26
                                                              -------  ------   ------    -------  -------  -------
                Total interest-bearing liabilities            $ 1,596  $    5    1,601    $    66  $     -       66
                                                              =======  ======   ------    =======  =======  -------

           Net interest income                                                  $  931                      $   105
                                                                                ======                      =======
</TABLE>



                                                                               8

<PAGE>


    II.    SECURITIES PORTFOLIO

           A.   The following is a schedule of the carrying value of securities
                at December 31.

<TABLE>
<CAPTION>

                                                                                2001            2000
                                                                                ----            ----
<S>                                                                        <C>              <C>
                Securities available for sale (at fair value)
                  U.S. Government and federal agency                       $  11,091,030    $  1,045,415
                  Mortgage-backed securities                                   5,086,908               -
                                                                           -------------    ------------
                    Total                                                  $  16,177,938    $  1,045,415
                                                                           =============    ============
</TABLE>

           B.   The following is a schedule of maturities for each category of
                debt securities and the related  weighted-average  yield of
                such securities as of year-end 2001

<TABLE>
<CAPTION>

                                                         Maturing         Maturing After One          Maturing
                                                         One Year            Year Through               After
                                                          or Less             Five Years             Five Years
                                                          -------             ----------             ----------
                                                    Amount       Yield     Amount       Yield       Amount      Yield
                                                    ------       -----     ------       -----       ------      -----
<S>                                             <C>           <C>         <C>         <C>        <C>          <C>
                Available for sale
                  U.S. Government and
                    federal agency                $      -         -%   $  10,588,868   5.19%   $    502,162    5.52%
                  Mortgage-backed securities             -         -                -      -       5,086,908    5.27
</TABLE>

                Equity securities consist of Federal Reserve Bank stock that
                bears no stated maturity or yield and is not included in this
                analysis.

           C.   Excluding holdings of U.S. Treasury securities and other
                agencies and corporations of the U.S.  Government,  there were
                no investments in securities of any one issuer exceeding 10% of
                the Company's consolidated shareholders' equity at year-end
                2001.


    III.   LOAN PORTFOLIO

           A.   Types of Loans - Total loans on the balance sheet are comprised
                of the following classifications at December 31:

<TABLE>
<CAPTION>

                                                                    2001                  2000
                                                                    ----                  ----

<S>                                                           <C>                   <C>
                  Commercial                                  $   9,599,317         $   1,442,794
                  Commercial real estate                         11,574,950               887,330
                  Residential real estate                        24,041,743             1,212,018
                  Real estate construction                        1,313,401               550,000
                  Consumer                                        5,362,669               375,037
                                                              -------------         -------------
                                                                 51,892,080             4,467,179
                  Less:  Allowance for loan losses                 (385,923)              (36,125)
                         Net deferred loan fees                     (80,024)               (2,575)
                                                              -------------         -------------
                  Total                                       $  51,426,133         $   4,428,479
                                                              =============         =============
</TABLE>



                                                                               9
<PAGE>


           B.   Maturities and Sensitivities of Loans to Changes in Interest
                Rates - The following is a schedule of maturities of loans based
                on contractual terms and assuming no amortization or
                prepayments, excluding residential real estate and consumer
                loans, as of December 31, 2001:
<TABLE>
<CAPTION>

                                                        --------------------------Maturing ------------------------
                                                           One Year      One Through     After Five
                                                            or Less      Five Years         Years          Total
<S>                                                     <C>             <C>            <C>           <C>
           Fixed rate
           Commercial and commercial
             real estate                                $   1,864,030   $  2,149,361   $    857,144  $    4,870,535
           Real estate construction                            54,275              -              -          54,275
                                                        -------------   ------------   ------------  --------------

                Total                                   $   1,918,305   $  2,149,361   $    857,144  $    4,924,810
                                                        =============   ============   ============  ==============

           Variable rate
           Commercial and commercial
             Real estate                                $   4,984,555   $    749,513   $ 10,569,664  $   16,303,732
           Real estate construction                            94,380        378,767        785,979       1,259,126
                                                        -------------   ------------   ------------  --------------

                Total                                   $   5,078,935   $  1,128,280   $ 11,355,643  $   17,562,858
                                                        =============   ============   ============  ==============
</TABLE>

           C.   Risk Elements

                1.  Nonaccrual, Past Due and Restructured Loans - At December
                    31, 2001 and 2000 and for the years then ended, the Company
                    had no nonaccrual, past due or restructured loans, nor were
                    there any loans identified that management considered to be
                    impaired.

                    The policy for placing loans on nonaccrual status is to
                    cease accruing interest on loans when management believes
                    that collection of interest is doubtful, when loans are past
                    due as to principal and interest 90 days or more, except
                    that in certain circumstances interest accruals are
                    continued on loans deemed by management to be fully
                    collectible. In such cases, loans are individually evaluated
                    in order to determine whether to continue income recognition
                    after 90 days beyond the due dates. When loans are placed on
                    nonaccrual, any accrued interest is charged against interest
                    income.

                    Impaired loans are comprised of commercial and commercial
                    real estate loans, and are carried at present value of
                    expected cash flows, discounted at the loan's effective
                    interest rate or at fair value of collateral, if the loan is
                    collateral dependent. A portion of the allowance for loan
                    losses is allocated to impaired loans.

                    Smaller-balance homogeneous loans are evaluated for
                    impairment in total. Such loans include residential first
                    mortgage and construction loans secured by one- to
                    four-family residences, consumer, credit card and home
                    equity loans. Such loans are included in nonaccrual and past
                    due disclosures in (a) and (b) above, but not in impaired
                    loan totals. Commercial loans and mortgage loans secured by
                    other properties are evaluated individually for impairment.
                    In addition, loans held for sale and leases are excluded
                    from consideration of impairment. When analysis of a
                    borrower's operating results and financial condition
                    indicates that the borrower's underlying cash flows are not
                    adequate to meet its debt service requirements, the loan is
                    evaluated for impairment. Impaired loans, or portions
                    thereof, are charged off when deemed uncollectible.



                                                                              10

<PAGE>


                2.  Potential Problem Loans - At year-end 2001, no loans were
                    identified which management has serious doubts about the
                    borrowers' ability to comply with present loan repayment
                    terms and which are not included in item III.C.1. above.

                3.  Foreign Outstandings - There were no foreign outstandings
                    during any period presented.

                4.  Loan Concentrations - At year-end 2001, there were no
                    concentrations of loans greater than 10% of total loans
                    which are not otherwise disclosed as a category of loans in
                    Item III.A. above.

           D.   Other Interest-Bearing  Assets - At year-end 2001, there were
                no other interest-bearing assets required to be disclosed under
                Item III.C.1. or 2.


           IV.  SUMMARY OF LOAN LOSS EXPERIENCE

           A.   The following schedule presents an analysis of the allowance for
                loan losses, average loan data and related ratios for the year
                ended December 31:

<TABLE>
<CAPTION>

                                                                          2001             2000
                                                                          ----             ----

<S>                                                                    <C>              <C>
                Average loans outstanding during period                $   25,777,063   $   398,857
                                                                       ==============   ===========

                ALLOWANCE FOR LOAN LOSSES

                Balance at beginning of period                         $       36,125   $         -

                Loans charged off                                                   -             -
                Recoveries of loans previously charged off                          -             -
                                                                       --------------   -----------
                Net loans charged off                                               -             -
                Provision charged to operating expense                        349,798        36,125
                                                                       --------------   -----------

                Balance at end of period                               $      385,923   $    36,125
                                                                       ==============   ===========

                Ratio of net charge-offs to average loans
                  outstanding for period                                            -%            -%
                                                                       ==============   ===========
</TABLE>

                The allowance for loan losses balance and provision charged to
                expense are determined by management based on periodic reviews
                of the loan portfolio, economic conditions and various other
                circumstances which are subject to change over time. In making
                this judgment, management reviews selected large loans as well
                as impaired loans, other delinquent, nonaccrual and problem
                loans and loans to industries experiencing economic
                difficulties. The collectibility of these loans is evaluated
                after considering current operating results and financial
                position of the borrower, estimated market value of collateral,
                guarantees and the Company's collateral position versus other
                creditors. Judgments, which are necessarily subjective, as to
                probability of loss and amount of such loss are formed on these
                loans, as well as other loans taken together.



                                                                              11
<PAGE>


           B.   The following schedule is a breakdown of the allowance for loan
                losses allocated by type of loan and related ratios.

                While management's periodic analysis of the adequacy of
                allowance for loan losses may allocate portions of the allowance
                for specific problem loan situations, the entire allowance is
                available for any loan charge-offs that occur.

<TABLE>
<CAPTION>

                                   --------------------Allocation of the Allowance for Loan Losses--------------------

                                                                    Percentage of                   Percentage of
                                                                    Loans in Each                   Loans in Each
                                                    Allowance        Category to        Allowance    Category to
                                                     Amount          Total Loans         Amount      Total Loans
                                                     ------          -----------         ------      -----------
                                                         December 31, 2001                December 31, 2000
                                                         -----------------                -----------------

<S>                                              <C>                    <C>         <C>                <C>
                Commercial                       $    103,248           18.50%      $    12,985        32.32%
                Commercial real estate                145,603           22.31             7,984        19.87
                Residential real estate                86,750           46.33             6,350        27.09
                Real estate construction               16,522            2.53             4,948        12.32
                Consumer                               33,800           10.33             3,858         8.40
                                                 ------------      ----------       -----------    ---------
                    Total                        $    385,923          100.00%      $    36,125       100.00%
                                                 ============      ==========       ===========    =========
</TABLE>


      V.   DEPOSITS

      A.   The following is a schedule of average deposit amounts and average
           rates paid on each category for the year ended December 31.

<TABLE>
<CAPTION>

                                                       Average      Average              Average       Average
                                                       Amounts       Rate                Amounts        Rate
                                                     Outstanding     Paid              Outstanding      Paid

<S>                                              <C>              <C>               <C>               <C>
           Noninterest-bearing demand            $    1,672,547        N/A           $     38,742        N/A
           Interest-bearing demand deposits           1,799,478       2.95%                42,218        2.47%
           Money market accounts                      4,780,918       3.43                202,194        5.81
           Savings accounts                           2,649,064       3.43                 12,382        2.51
           Certificates of deposit                   24,187,230       5.41                387,552        6.83
                                                 --------------                      ------------

                Total deposits                   $   35,089,237       4.61%          $    683,088        5.79%
                                                 ==============       ====           ============        ====
</TABLE>

B.   Other categories - not applicable.

C.   Foreign deposits - not applicable.



                                                                              12
<PAGE>



      D.   The  following is a schedule of maturities of time certificates of
           deposit in amounts of $100,000 or more as of year-end 2001.

                Three months or less                    $  2,230,903
                Over three through six months              2,322,528
                Over six through twelve months             2,499,217
                Over twelve months                         4,653,445
                                                        ------------

                   Total                                $ 11,706,093
                                                        ============

      E.   Time deposits greater than $100,000 issued by foreign offices - not
           applicable.


    VI.    RETURN ON EQUITY AND ASSETS

           This information contained in the Ohio Legacy Corp Annual Report to
           Shareholders for the year ended December 31, 2001 (the "Annual
           Report"), which is filed as Exhibit 13 under the caption "Comparative
           Summary of Selected Financial Data" on page 22 is incorporated herein
           by reference


   VII.    SHORT-TERM BORROWINGS

           The following is certain information relative to notes payable. Ohio
           Legacy borrowed funds from shareholders for working capital until the
           completion of the public stock offering.

<TABLE>
<CAPTION>

                                                                                            2001            2000
                                                                                            ----            ----
<S>                                                                                  <C>                <C>
                Notes payable outstanding at period-end                                 $        -      $         -

                Weighted average interest rate at period-end                                   N/A              N/A

                Maximum outstanding at any month end during the year                    $        -      $   800,000

                Average amount outstanding                                              $        -      $   292,847

                Weighted average rate during the year                                          N/A             9.03%
</TABLE>


ITEM 2 - PROPERTIES

The Bank leases and operates its main office at 305 West Liberty Street,
Wooster, Ohio 44691 under a capital lease. The Bank also operates an additional
branch and one other property as noted below under operating leases:

1.   Canton Branch Office, 4026 Dressler Road N.W., North Canton, Ohio 44735
     (leased)
2.   Millersburg Loan Origination Office, 212 North Washington Street,
     Millersburg, Ohio 44654 (leased)

On October 10, 2001, the Company agreed to lease a new banking center in
Millersburg, Ohio from directors and shareholders of the Company. The term of
the lease is for fifteen years beginning upon occupancy of the property which is
expected to be in March 2002. Rent, based upon construction costs of $550,000,
will be $87,000 annually for the first five years on this 4,000 square foot
property. Annual rent increases to $96,000 for years six through ten and
$105,000 for years eleven through fifteen. All contruction costs in excess of
the $550,000 will be paid by the Company. The lease is expected to be accounted
for as a capital lease.


                                                                              13
<PAGE>

The Bank considers the physical properties it occupies to be in good operating
condition and suitable and adequate for the purposes for which they are being
used.

ITEM 3 - LEGAL PROCEEDINGS

The Company is not a party to any pending material legal or administrative
proceedings, other than ordinary routine litigation incidental to the business
of the Company. Further, there are no material legal proceedings in which any
director, executive officer, principal shareholder or affiliate of the Company
is a party or has a material interest, which is adverse to the Company. No
routine litigation in which the Company is involved is expected to have a
material adverse impact on the financial position or results of operations of
the Company.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of the security holders in the fourth quarter
of 2001.


PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information contained in the Annual Report filed as Exhibit 13 under the
caption "Price Range of Common Stock and Dividends" on page 30 is incorporated
herein by reference.


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATION

The information contained in the Annual Report filed as Exhibit 13 under the
caption "Management's Discussion and Analysis" on pages 23 through 28 is
incorporated herein by reference.


ITEM 7 - FINANCIAL STATEMENTS

The Consolidated Financial Statements and the report of Crowe, Chizek and
Company LLP dated February 19, 2002 appearing in the Annual Report on pages 3
through 21, which is filed as Exhibit 13, are incorporated herein by reference.


ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
  AND FINANCIAL DISCLOSURE

No changes in or disagreements with the independent accountants on accounting
and financial disclosure have occurred.



                                                                              14
<PAGE>


PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The information contained in the definitive Proxy Statement for the 2002 Annual
Meeting of Shareholders of Ohio Legacy Corp (the "Proxy Statement") under the
captions "Election of Directors" on pages 1 through 6, "Executive Officers" on
page 7 and "Section 16(a) Beneficial Ownership Reporting Compliance" on pages 9
and 10 is incorporated herein by reference.

ITEM 10 - EXECUTIVE COMPENSATION

The information contained in the Proxy Statement under the caption "Executive
Compensation" on pages 11 and 12 is incorporated herein by reference.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information contained in the Proxy Statement under the captions "Security
Ownership of Certain Beneficial Owners" on page 8 and "Stock Ownership of
Management and Certain Beneficial Owners" on page 9 is incorporated herein by
reference.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained in the Proxy Statement under the caption "Transactions
with Management and Others" on page 12 is incorporated herein by reference.



                                                                              15
<PAGE>


ITEM 13 - 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)

             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

             10.7               Lease Agreement dated October 2001 by and
                                between Shee-Bree's, L.L.C. and Ohio Legacy Corp

             11                 Statement Regarding Computation of Per Share
                                Earnings (incorporated by reference to page 21
                                of the Annual Report filed as Exhibit 13 to this
                                Form 10-KSB)

             13                 2001 Annual Report to Shareholders

             20                 Proxy Statement for the 2002 Annual Meeting of
                                Shareholders

             21                 Subsidiaries of Ohio Legacy Corp


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


                                                                              16
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                OHIO LEGACY CORP

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

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities noted below.

<TABLE>

<S>                                                     <C>

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

/s/ D. William Allen                                      /s/ William T. Baker
-------------------------------                           -----------------------------------
D. William Allen, Director                                William T. Baker, Director

/s/ Robert F. Belden                                      /s/ J. Edward Diamond
-------------------------------                           -----------------------------------
Robert F. Belden, Director                                J. Edward Diamond, Director

/s/ Scott J.Fitzpatrick                                   /s/ Randy G. Jones
-------------------------------                           -----------------------------------
Scott J. Fitzpatrick, Director                            Randy G. Jones, Director

/s/ Gregory A. Long                                       /s/ Benjamin M. Mast
-------------------------------                           -----------------------------------
Gregory A. Long, Director                                 Benjamin M. Mast, Director

/s/ Michael D. Meenan                                     /s/ Steven G. Pettit
-------------------------------                           -----------------------------------
Michael D. Meenan, Director                               Steven G. Pettit, Senior :Loan Officer,
                                                            President of Stark County Region and Director

/s/ Daniel H. Plumly                                      /s/ Thomas W. Schervish
-------------------------------                           -----------------------------------
Daniel H. Plumly, Director and Secretary                  Thomas W. Schervish, Director
</TABLE>



                                                                              17
<PAGE>

<TABLE>
<CAPTION>

                                        INDEX TO EXHIBITS
  EXHIBIT
  NUMBER                      DESCRIPTION OF DOCUMENT                                        REFERENCE
  ------                      -----------------------                                        ---------
<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

      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            Instruments defining the rights of holders               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      Incorporated      by     reference     to
                     Incentive Plan                                           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     Incorporated      by     reference     to
                      Jack K. and Heidi M. Gant and Ohio Legacy Corp          Registrant's    Form   SB-2,   File   No.
                                                                                  333-38328, effective June 1, 2000

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

     10.6            Employment Agreement with Mr. Boss                       Filed  with  this  Annual  Report on Form
                                                                                   10-KSB as Exhibit 10.6

     10.7            Lease Agreement dated October 2001 by and between        Filed  with  this  Annual  Report on Form
                     Shee-Bree's, L.L.C. and Ohio Legacy Corp                      10-KSB as Exhibit 10.7
</TABLE>



                                                                              18
<PAGE>

<TABLE>
<CAPTION>

<S>                <C>                                                      <C>
     11              Statement Regarding Computation of Per Share Earnings    Incorporated  by  reference to page 21 of
                                                                              the Annual  Report filed as Exhibit 13 to
                                                                              this Form 10-KSB

     13              2001 Annual Report to Shareholders                       Filed  with  this  Annual  Report on Form
                                                                                   10-KSB as Exhibit 13

     20              Proxy Statement for the 2002 Annual Meeting of           Filed  with  this  Annual  Report on Form
                     Shareholders                                                  10-KSB as Exhibit 20

     21              Subsidiaries of Ohio Legacy Corp                         Filed  with  this  Annual  Report on Form
                                                                                   10-KSB as Exhibit 21
</TABLE>



                                                                              19