<PAGE>

EXHIBIT 13

                                OHIO LEGACY CORP
                                  Wooster, Ohio

                                  ANNUAL REPORT
                           December 31, 2001 and 2000

<PAGE>



                                OHIO LEGACY CORP
                                  Wooster, Ohio

                                  ANNUAL REPORT
                           December 31, 2001 and 2000




                                    CONTENTS


<TABLE>

<S>                                                                                                           <C>

PRESIDENT'S LETTER............................................................................................  F-1

REPORT OF INDEPENDENT AUDITORS................................................................................  F-2

CONSOLIDATED FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEETS..........................................................................  F-3

         CONSOLIDATED STATEMENTS OF OPERATIONS................................................................  F-4

         CONSOLIDATED STATEMENTS OF CHANGES IN
           SHAREHOLDERS' EQUITY...............................................................................  F-5

         CONSOLIDATED STATEMENTS OF CASH FLOWS................................................................  F-6

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...........................................................  F-7

COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA................................................................ F-22

MANAGEMENT'S DISCUSSION AND ANALYSIS.......................................................................... F-23

SHAREHOLDER INFORMATION....................................................................................... F-29
</TABLE>



<PAGE>

                         REPORT OF INDEPENDENT AUDITORS



Board of Directors and Shareholders
Ohio Legacy Corp
Wooster, Ohio


We have audited the accompanying consolidated balance sheets of Ohio Legacy Corp
(the Company) as of December 31, 2001 and 2000, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Ohio Legacy Corp
as of December 31, 2001 and 2000, and results of its operations and cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.



                                         /s/ Crowe, Chizek and Company LLP
                                         Crowe, Chizek and Company LLP

Columbus, Ohio
February 19, 2002



                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                                OHIO LEGACY CORP
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2001 and 2000

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


                                                                                    2001                 2000
                                                                                    ----                 ----
<S>                                                                          <C>                  <C>
ASSETS
Cash and due from banks                                                      $       2,102,438    $       1,149,087
Federal funds sold                                                                   6,596,000            6,238,000
                                                                             -----------------    -----------------
     Cash and cash equivalents                                                       8,698,438            7,387,087
Securities available for sale                                                       16,177,938            1,045,415
Loans, net                                                                          51,426,133            4,428,479
Federal Reserve Bank stock                                                             221,300              273,000
Premises and equipment, net                                                          1,592,977              564,313
Accrued interest receivable and other assets                                           452,771              240,273
                                                                             -----------------    -----------------

         Total assets                                                        $      78,569,557    $      13,938,567
                                                                             =================    =================


LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
     Non-interest bearing                                                    $       2,466,958    $       1,039,365
     Interest bearing demand                                                         9,434,851            1,563,139
     Savings                                                                        14,830,102               88,534
     Certificates of deposit                                                        43,784,548            2,878,973
                                                                             -----------------    -----------------
         Total deposits                                                             70,516,459            5,570,011
Capital lease obligation                                                               541,130                    -
Accrued interest payable and other liabilities                                         595,618              368,829
                                                                             -----------------    -----------------
         Total liabilities                                                          71,653,207            5,938,840

SHAREHOLDERS' EQUITY
Preferred stock, no par value, 500,000 shares authorized,
  none outstanding                                                                           -                    -
Common stock, no par value, 2,500,000 shares authorized,
  965,500 and 965,000 shares issued and outstanding at
  December 31, 2001 and December 31, 2000, respectively                              8,988,710            8,983,710
Accumulated deficit                                                                 (2,114,024)            (992,831)
Accumulated other comprehensive income                                                  41,664                8,848
                                                                             -----------------    -----------------
         Total shareholders' equity                                                  6,916,350            7,999,727
                                                                             -----------------    -----------------

              Total liabilities and shareholders' equity                     $      78,569,557    $      13,938,567
                                                                             =================    =================

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

          See accompanying notes to consolidated financial statements.



                                      F-3
<PAGE>

<TABLE>
<CAPTION>

                                OHIO LEGACY CORP
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                    For the years ended December 31, 2001 and 2000

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

                                                                                      2001                2000
                                                                                      ----                ----

<S>                                                                              <C>                <C>
Interest income
     Loans                                                                       $     2,033,780    $        37,684
     Securities                                                                          298,834             12,603
     Interest-bearing deposits, federal funds sold and other                             370,036            121,008
                                                                                 ---------------    ---------------
         Total interest income                                                         2,702,650            171,295

Interest expense
     Deposits                                                                          1,615,869             39,569
     Other borrowings                                                                     51,046             26,433
                                                                                 ---------------    ---------------
         Total interest expense                                                        1,666,915             66,002
                                                                                 ---------------    ---------------

Net interest income                                                                    1,035,735            105,293

Provision for loan losses                                                                349,798             36,125
                                                                                 ---------------    ---------------

Net interest income after provision for loan losses                                      685,937             69,168

Noninterest  income
     Service charges and other fees                                                       99,756                865
     Other income                                                                          7,531                657
                                                                                 ---------------    ---------------
         Total other income                                                              107,287              1,522

Noninterest expense
     Salaries and benefits                                                               868,927            663,101
     Occupancy and equipment                                                             323,738             73,152
     Professional fees                                                                   134,683             98,228
     Data processing                                                                     155,945             23,995
     Franchise tax                                                                       104,569                 70
     Stationery and supplies                                                              65,427             22,328
     Marketing and advertising                                                            96,276             14,123
     Telephone                                                                            35,873             14,212
     Other expenses                                                                      128,979             35,668
                                                                                 ---------------    ---------------
         Total noninterest expense                                                     1,914,417            944,877
                                                                                 ---------------    ---------------

Net loss                                                                         $    (1,121,193)   $      (874,187)
                                                                                 ===============    ===============

Basic earnings (loss) per share                                                  $         (1.16)   $        (3.57)
                                                                                 ===============    ==============
Diluted earnings (loss) per share                                                $         (1.16)   $        (3.57)
                                                                                 ===============    ==============


-------------------------------------------------------------------------------------------------------------------
</TABLE>
          See accompanying notes to consolidated financial statements.



                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                                OHIO LEGACY CORP
                CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
               EQUITY For the years ended December 31, 2001 and 2000

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

                                                                                  Accumulated
                                                                                     Other               Total
                                             Common           Accumulated        Comprehensive       Shareholders'
                                              Stock             Deficit             Income              Equity
                                              -----             -------             ------              ------

<S>                                 <C>                 <C>                 <C>                <C>
Balance, December 31, 1999              $       135,000     $      (118,644)    $             -    $         16,356

Proceeds from issuance of
   common stock, net of
   offering costs of $666,290                 8,848,710                   -                   -           8,848,710

Comprehensive income:
   Net loss                                           -            (874,187)                  -            (874,187)
   Change in net unrealized gain
     (loss) on securities available
     for sale                                         -                   -               8,848               8,848
                                                                                                   ----------------
       Total comprehensive income                                                                          (865,339)
                                        ---------------     ---------------     ---------------    ----------------

Balance, December 31, 2000                    8,983,710            (992,831)              8,848           7,999,727

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

Comprehensive income:
   Net loss                                           -          (1,121,193)                  -          (1,121,193)

   Change in net unrealized gain
     (loss) on securities available
     for sale                                         -                   -              32,816              32,816
                                                                                                   ----------------

       Total comprehensive income                                                                        (1,088,377)
                                        ---------------     ---------------     ---------------    ----------------

Balance, December 31, 2001              $     8,988,710     $    (2,114,024)    $        41,664    $      6,916,350
                                        ===============     ===============     ===============    ================


-------------------------------------------------------------------------------------------------------------------
</TABLE>
          See accompanying notes to consolidated financial statements.



                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                                OHIO LEGACY CORP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  For the years ended December 31, 2001 and 2000

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


                                                                                      2001                2000
                                                                                      ----                ----
<S>                                                                             <C>                 <C>
Cash flows from operating activities
     Net loss                                                                   $    (1,121,193)    $      (874,187)
     Adjustments to reconcile net loss to net cash from
       operating activities
         Depreciation                                                                   120,820              11,633
         Securities amortization and accretion                                          (10,640)             (1,432)
         Provision for loan losses                                                      349,798              36,125
         Net change in:
              Accrued interest receivable and other assets                             (212,498)            (76,503)
              Accrued expenses and other liabilities                                    226,789             239,658
              Deferred loan fees                                                         77,449               2,575
                                                                                ---------------    ----------------
         Net cash from operating activities                                            (569,475)           (662,131)

Cash flows from investing activities
     Purchases of securities available for sale                                     (17,220,159)         (1,035,135)
     Maturities/calls of securities available for sale                                2,131,092                   -
     Sale (purchase) of Federal Reserve Bank stock                                       51,700            (273,000)
     Net change in loans                                                            (47,424,901)         (4,467,179)
     Purchase of premises and equipment                                                (599,484)           (575,946)
                                                                                ---------------    ----------------
         Net cash from investing activities                                         (63,061,752)         (6,351,260)

Cash flows from financing activities
     Net change in deposits                                                          64,946,448           5,570,011
     Repayment of capital lease obligation                                               (8,870)                  -
     Proceeds from notes payable to shareholders                                              -             665,000
     Repayment of notes payable to shareholders                                               -            (800,000)
     Proceeds from issuance of common stock,
       net of offering costs                                                              5,000           8,848,710
                                                                                ---------------    ----------------
         Net cash from financing activities                                          64,942,578          14,283,721
                                                                                ---------------    ----------------

Increase in cash and cash equivalents                                                 1,311,351           7,270,330
Cash and cash equivalents at beginning of period                                      7,387,087             116,757
                                                                                ---------------    ----------------

Cash and cash equivalents at end of period                                      $     8,698,438    $      7,387,087
                                                                                ===============    ================

Supplemental disclosures of cash flow information
     Cash paid during the year for
         Interest                                                               $     1,192,233    $         50,327
         Taxes                                                                                -                   -
     Noncash transaction
         Use of capital lease to acquire main office                                    550,000                   -



-------------------------------------------------------------------------------------------------------------------
</TABLE>
          See accompanying notes to consolidated financial statements.




                                      F-6
<PAGE>


                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND PRINCIPLES OF CONSOLIDATION: The consolidated financial
statements include Ohio Legacy Corp and its wholly-owned subsidiary, Ohio Legacy
Bank, NA (Bank) together referred to as "the Company." Intercompany transactions
and balances are eliminated in consolidation.

The Bank provides financial services through its full service offices in Wooster
and Canton, Ohio and its loan origination office in 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.

USE OF ESTIMATES: To prepare financial statements in conformity with accounting
principles generally accepted in the United States of America, management makes
estimates and assumptions based on available information. These estimates and
assumptions affect the amounts reported in the financial statements and the
disclosures provided, and future results could differ. The allowance for loan
losses, fair values of financial instruments, and status of contingencies are
particularly subject to change.

CASH FLOWS: Cash and cash equivalents includes cash, deposits with other
financial institutions with original maturities of less than 90 days, and
federal funds sold. Net cash flows are reported for loan and deposit
transactions.

SECURITIES: Securities are classified as held to maturity and carried at
amortized cost when management has the positive intent and ability to hold them
to maturity. Securities are classified as available for sale when they might be
sold before maturity. Securities available for sale are carried at fair value,
with unrealized holding gains and losses reported in other comprehensive income.
Trading securities are carried at fair value, with changes in unrealized holding
gains and losses included in income. Other securities such as Federal Reserve
Bank stock are carried at cost.

Interest income includes amortization of purchase premium or discount. Gains and
losses on sales are based on the amortized cost of the security sold. Securities
are written down to fair value when a decline in fair value is not temporary.

LOANS: Loans that management has the intent and ability to hold for the
foreseeable future or until maturity or payoff are reported at the principal
balance outstanding, net of deferred loan fees and costs and an allowance for
loan losses.

Interest income is reported on the interest method and includes amortization of
net deferred loan fees and costs over the loan term. Interest income is not
reported when full loan repayment is in doubt, typically when the loan is
impaired or payments are past due over 90 days. Payments received on such loans
are reported as principal reductions.


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

                                  (Continued)


                                      F-7
<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

ALLOWANCE FOR LOAN LOSSES: The allowance for loan losses is a valuation
allowance for probable incurred credit losses, increased by the provision for
loan losses and decreased by charge-offs less recoveries. Management estimates
the allowance balance required using the nature and volume of the portfolio,
information about specific borrower situations and estimated collateral values,
economic conditions, and other factors. Allocations of the allowance may be made
for specific loans, but the entire allowance is available for any loan that, in
management's judgment, should be charged-off. Loan losses are charged against
the allowance when management believes the uncollectibility of a loan balance is
confirmed.

A loan is impaired when full payment under the loan terms is not expected.
Impairment is evaluated in total for smaller-balance loans of similar nature
such as residential mortgage, consumer, and credit card loans, and on an
individual loan basis for other loans. If a loan is impaired, a portion of the
allowance is allocated so that the loan is reported, net, at the present value
of estimated future cash flows using the loan's existing rate or at the fair
value of collateral if repayment is expected solely from the collateral.

FORECLOSED ASSETS: Assets acquired through or instead of loan foreclosure are
initially recorded at the lower of cost or fair value when acquired,
establishing a new cost basis. If fair value declines, a valuation allowance is
recorded through expense. Costs after acquisition are expensed.

PREMISES AND EQUIPMENT: Land is carried at cost. Premises and equipment are
stated at cost less accumulated depreciation. Depreciation is computed over the
asset useful lives primarily using the straight line method.

LONG-TERM ASSETS: Premises and equipment and other long-term assets are reviewed
for impairment when events indicate their carrying amount may not be recoverable
from future undiscounted cash flows. If impaired, the assets are recorded at
discounted amounts.

STOCK COMPENSATION: Employee compensation expense under stock option plans is
reported if options are granted below market price at grant date. Pro forma
disclosures of net income and earnings per share are shown using the fair value
method of SFAS No. 123 to measure expense for options granted, using an option
pricing model to estimate fair value.

INCOME TAXES: Income tax expense is the total of the current year income tax due
or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are the expected future tax amounts for the temporary
differences between carrying amounts and tax bases of assets and liabilities,
computed using enacted tax rates. A valuation allowance, if needed, reduces
deferred tax assets to the amount expected to be realized.

FINANCIAL INSTRUMENTS: Financial instruments include off-balance sheet credit
instruments, such as commitments to make loans and standby letters of credit,
issued to meet customer financing needs. The face amount for these items
represents the exposure to loss, before considering customer collateral or
ability to repay. Such financial instruments are recorded when they are funded.

EARNINGS PER COMMON SHARE: Basic earnings per common share is net income divided
by the weighted average number of common shares outstanding during the period.
Diluted earnings per common share includes the dilutive effect of additional
potential common shares issuable under stock options and stock warrants.

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

                                  (Continued)



                                      F-8
<PAGE>


                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

COMPREHENSIVE INCOME: Comprehensive income consists of net income and other
comprehensive income. Other comprehensive income includes unrealized gains and
losses on securities available for sale which are also recognized as separate
components of equity.

NEW ACCOUNTING PRONOUNCEMENTS: A new accounting standard requires all business
combinations to be recorded using the purchase method of accounting for any
transaction initiated after June 30, 2001. Under the purchase method, all
identifiable tangible and intangible assets and liabilities of the acquired
company must be recorded at fair value at date of acquisition, and the excess of
cost over fair value of net assets acquired is recorded as goodwill.
Identifiable intangible assets must be separated from goodwill. Identifiable
intangible assets with finite useful lives will be amortized under the new
standard, whereas goodwill, both amounts previously recorded and future amounts
purchased, will cease being amortized starting in 2002. Annual impairment
testing will be required for goodwill with impairment being recorded if the
carrying amount of goodwill exceeds its implied fair value. Adoption of this
standard on January 1, 2002 will not have a material effect on the Company's
financial statements.

LOSS CONTINGENCIES: Loss contingencies, including claims and legal actions
arising in the ordinary course of business, are recorded as liabilities when the
likelihood of loss is probable and an amount or range of loss can be reasonably
estimated. Management does not believe there now are such matters that will have
a material effect on the financial statements.

DIVIDEND RESTRICTION: Banking regulations require maintaining certain capital
levels and may limit the dividends paid by the Bank to the Company or by the
Company to shareholders. 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 approval by the Federal
Reserve Bank.

FAIR VALUE OF FINANCIAL INSTRUMENTS: Fair values of financial instruments are
estimated using relevant market information and other assumptions, as more fully
disclosed in a separate note. Fair value estimates involve uncertainties and
matters of significant judgment regarding interest rates, credit risk,
prepayments, and other factors, especially in the absence of broad markets for
particular items. Changes in assumptions or in market conditions could
significantly affect the estimates.

OPERATING SEGMENTS: While the Company's chief decision-makers monitor the
revenue streams of the various Company products and services, the identifiable
segments are not material and operations are managed and financial performance
is evaluated on a Company-wide basis. Accordingly, all of the Company's
financial service operations are considered by management to be aggregated in
one reportable operating segment.

STOCK SPLIT: As part of its initial capitalization, the Company sold 135 shares
of common stock at a price of $1,000 per share to its nine organizing directors,
totaling $135,000. Just prior to the closing of the Company's initial public
offering on October 2, 2000, a 100-to-1 stock split was declared. All share
information has been retroactively adjusted to reflect the effect of the
100-to-1 stock split.

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


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

                                  (Continued)



                                      F-9
<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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

NOTE 2 - ORGANIZATION

The Company was incorporated under the laws of the State of Ohio in July 1999.
During 1999 and a significant portion of 2000, the Company's activities were
limited to the organization of the Bank, as well as preparation for and
completion of a common stock offering (the "Offering"). In October 2000, the
Company sold 951,500 shares of common stock at a price of $10 per share
resulting in proceeds of $8,848,710, net of offering costs of $666,290. A
substantial portion of the proceeds of the Offering were used by the Company to
provide the initial capitalization of the Bank which occurred in October 2000.
The Company was a development stage company until October 3, 2000, at which time
the Bank began operations.


NOTE 3 - SECURITIES

<TABLE>
<CAPTION>

Year-end securities available for sale were as follows.
                                                                         Gross            Gross
                                                       Amortized      Unrealized       Unrealized         Fair
                                                         Cost            Gains           Losses           Value
                                                         ----            -----           ------           -----

2001
----
<S>                                                 <C>              <C>             <C>             <C>
    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
                                                    =============    =============   =============   ===============


2000
----
    U.S. Government and federal agency              $   1,036,567    $       8,848   $           -   $    1,045,415
                                                    =============    =============   =============   ==============
</TABLE>


Contractual maturities of debt securities at year-end 2001 were as follows.

<TABLE>
<CAPTION>

                                                                       Amortized          Fair
                                                                         Cost             Value
                                                                         ----             -----

<S>                                                                  <C>             <C>
    Due in one year to five years                                    $  10,503,206   $  10,588,868
    Due in five years to ten years                                         500,000         502,162
    Mortgage-backed securities                                           5,133,068       5,086,908
                                                                     -------------   -------------

       Total                                                         $  16,136,274   $  16,177,938
                                                                     =============   =============
</TABLE>

No securities were sold during 2001 or 2000.

As of December 31, 2001, one security in the amount of $10,000 was pledged to
secure public funds deposits.

At year end 2001, there were no holdings of securities of any one issuer, other
than the U.S. Government and its agencies, in an amount greater than 10% of
shareholders' equity.

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

                                  (Continued(



                                      F-10
<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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

NOTE 4 - LOANS

<TABLE>
<CAPTION>

Loans at year-end were as follows.

                                                                                      2001                2000
                                                                                      ----                ----

<S>                                                                             <C>                  <C>
     Commercial                                                                 $     9,599,317      $    1,442,794
     Mortgage loans on real estate:
         Residential                                                                 24,041,743           1,212,018
         Commercial                                                                  11,574,950             887,330
         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)
                                                                                ----------------   ----------------

     Loans, net                                                                 $    51,426,133    $      4,428,479
                                                                                ===============    ================

Activity in the allowance for loan losses for the year was as follows.

                                                                                      2001                 2000
                                                                                      ----                 ----

     Beginning balance                                                          $        36,125        $          -
     Provision for loan losses                                                          349,798              36,125
     Loans charged-off                                                                        -                   -
     Recoveries                                                                               -                   -
                                                                                ---------------        ------------

     Ending balance                                                             $       385,923        $     36,125
                                                                                ===============        ============
</TABLE>

The Company had no impaired loans at December 31, 2001 and 2000 or during the
years ended December 31, 2001 and 2000.

Loans to principal officers, directors, and their affiliates in 2001 were as
follows.

<TABLE>

<S>                                                                             <C>
     Beginning balance                                                          $        91,500
     New loans                                                                        3,275,729
     Effect of changes in related parties                                                     -
     Repayments                                                                        (842,526)
                                                                                ---------------

     Ending balance                                                             $     2,524,703
                                                                                ===============
</TABLE>



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

                                  (Continued)



                                      F-11
<PAGE>


                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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


NOTE 5 - PREMISES AND EQUIPMENT

Year-end premises and equipment were as follows.

<TABLE>
<CAPTION>

                                                                                      2001                2000
                                                                                      ----                ----

<S>                                                                             <C>                <C>
     Office building                                                            $       550,000    $              -
     Leasehold improvements                                                             445,348             106,574
     Furniture, fixtures and equipment                                                  730,082             469,372
                                                                                ---------------    ----------------
                                                                                      1,725,430             575,946
     Accumulated depreciation                                                           132,453              11,633
                                                                                ---------------    ----------------

                                                                                $     1,592,977    $        564,313
                                                                                ===============    ================
</TABLE>

Depreciation expense was $120,820 for 2001, and $11,633 for 2000.

The Company's headquarters and the Wayne County banking center is located at 305
West Liberty Street, Wooster, Ohio 44691. At December 31, 2000, the Company had
paid a $5,000 nonrefundable lease execution fee that was expensed and included
in occupancy and equipment expense and extension payments totaling $100,000 that
were included in other assets. The extension payments were credited
dollar-for-dollar against monthly rent installments. The initial rent during the
construction period was the prime rate plus 1/2% times the
construction-financing amount. Following the initial rent, monthly rent for the
first five years is base rent of $4,200 plus an amount equal to the monthly
payment to amortize the construction costs of $550,000 over 180 months, with an
interest rate of prime at the time of the commencement of the construction,
which was 9.5%, plus 0.5%. The base rent increases every five years by the
percentage increase in the Consumer Price Index over the same five-year period.
The building portion lease is accounted for as a capital lease while the land
portion of the lease is accounted for as an operating lease due to the land
exceeding 25% of the total fair value of the property.

The Stark County banking center is located at 4026 Dressler Road in North
Canton, Ohio. The Corporation has entered a ten-year lease agreement for the
property with two five-year renewal options. Annual rent payments will be
$59,505 for the first five years of the lease, with the lease increasing 15% for
each five-year term thereafter. Additionally, the Company will pay $8,000
annually for the drive-through area for the term of the lease. The lease is
being accounted for as an operating lease.

The Company leases office space for its loan production office in Millersburg on
a month-to-month basis that is expected to end in March 2002. Monthly rent
expense under this operating lease is $800.

Rent expense for 2001 was $117,541, and for 2000 was $37,758. Estimated rental
commitments under these leases for their noncancelable periods assuming the
Consumer Price Index increases by 13.36% each five years were as follows.

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


                                  (Continued)


                                      F-12
<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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

NOTE 5 - PREMISES AND EQUIPMENT (Continued)

<TABLE>
<CAPTION>

                                                               Operating            Capital
                                                                Leases               Lease

<S>                        <C>                             <C>                  <C>
                           2002                            $        101,356     $        89,873
                           2003                                      98,956              89,873
                           2004                                      98,956              89,873
                           2005                                     100,443              89,873
                           2006                                     110,706              97,946
                           Thereafter                               650,117           1,020,544
                                                           ----------------     ---------------

                  Total minimum lease payments             $      1,160,534           1,477,982
                                                           ================
                  Amounts representing interest                                         936,852
                                                                                ---------------
                  Present value of minimum lease payments                       $       541,130
                                                                                ===============
</TABLE>


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 April 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.


NOTE 6 - DEPOSITS

Time deposits of $100,000 or more were $11,706,093 at year-end 2001 and
$1,734,607 at year-end 2000.

Scheduled maturities of time deposits for the next five years were as follows.

                           2002                                $    24,558,047
                           2003                                      3,456,800
                           2004                                     15,585,084
                           2005                                         38,231
                           2006                                         46,386
                           Thereafter                                  100,000
                                                               ---------------

                                                               $    43,784,548
                                                               ===============


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

                                  (Continued)



                                      F-13
<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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


NOTE 7 - INCOME TAXES

There was no income tax expense for 2001 or 2000 as the Company has experienced
a tax net operating loss since its inception.

Effective tax rates differ from federal statutory rates applied to financial
statement income due to the following.

<TABLE>
<CAPTION>

                                                                                  2001               2000
                                                                                  ----               ----
<S>                                                                         <C>                <C>
     Federal statutory rate times financial statement
       loss at 34%                                                           $      (381,205)   $     (297,224)

     Effect of:
         Deferred tax valuation allowance                                            380,718           272,836
         Capitalized escrow interest                                                       -            21,634
         Other, net                                                                      487             2,754
                                                                             ---------------    --------------

         Total                                                               $             -    $            -
                                                                             ===============    ==============
</TABLE>

<TABLE>
<CAPTION>

Year-end deferred tax assets and liabilities were due to the following.

                                                                                  2001               2000
                                                                                  ----               ----
<S>                                                                          <C>                <C>
     Deferred tax assets:
         Net operating loss carryforward                                     $       387,031    $      115,431
         Accrual to cash adjustment                                                   36,711                 -
         Organizational costs capitalized                                            163,819           207,504
     Bad debt deduction                                                              101,652            12,283
         Deferred loan fees                                                           27,208                 -
         Other                                                                           230               875
                                                                             ---------------    --------------
              Total                                                                  716,651           336,093

     Deferred tax liabilities:
         Depreciation                                                                (21,687)                -
         Accrual to cash adjustment                                                        -           (21,307)
         Other                                                                        (1,071)           (1,611)
                                                                             ---------------    --------------
              Total                                                                  (22,758)          (22,918)
                                                                             ---------------    --------------

     Net deferred tax assets                                                         693,893           313,175
     Valuation allowance on deferred tax assets                                     (693,893)         (313,175)
                                                                             ---------------    --------------

              Net                                                            $             -    $            -
                                                                             ===============    ==============
</TABLE>

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 were reversed and there is no assurance of future taxable
income.

--------------------------------------------------------------------------------
                                  (Continued)


                                      F-14
<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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


NOTE 7 - INCOME TAXES (Continued)

At December 31, 2001, the Company had operating loss carryforwards of $1,138,326
which can be used to offset future taxable income. Unused net operating loss
carryforward totals and the year of expiration were as follows.

                                          Amount              Expiration Date
                                          ------              ---------------

                                      $     339,504           December 31, 2020
                                            798,822           December 31, 2021
                                      -------------

                                      $   1,138,326
                                      =============

NOTE 8 - STOCK-BASED COMPENSATION

The Company's Board of Directors has adopted an Omnibus Stock Option, Stock
Ownership and Long-Term Incentive Plan. A total of 100,000 common shares are
available for grants under the plan. The number of shares may be adjusted by the
Board in the event of an increase or decrease in the number of common shares
outstanding resulting from dividend payments, stock splits, recapitalization,
merger, share exchange acquisition, combination or reclassification.

The following types of awards may be granted under the plan to eligible persons:
nonqualified stock options, incentive stock options and restricted stock. Under
the plan, each nonemployee Director will be granted 2,500 nonqualified options
at the time or soon after that person first becomes a Director. The initial
option grant will vest annually in equal amounts over a three-year term. In
addition, each nonemployee Director will receive an annual grant of 1,000
nonqualified options during his tenure on the Board, which will vest
immediately. The exercise price of an option shall not be less than the fair
market value of the underlying common stock on the date of the grant. In the
event of a change in control of the Company, outstanding options may become
immediately exercisable in full at the discretion of the compensation committee.
Otherwise, all outstanding options will terminate unless the successor
corporation agrees to assume or replace such options with an equivalent
entitlement. No options had been granted through December 31, 2001. On February
19, 2002, the Board authorized the grant of 89,000 options to employees and
directors under the Omnibus Stock Option, Stock Ownership and Long-Term
Incentive Plan.

The Company granted 147,300 warrants to the Board of Directors of the Company 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 year-end 2001.

The Company is accounting for this stock-based compensation under Accounting
Principles Board No. 25 and as such will disclose the pro forma impact of the
warrant grant on net income in accordance with Statement of Financial Accounting
Standards No. 123. The fair value of the warrants granted to Directors and
organizers of the Company using an options-pricing model was $3.13 using the
following assumptions in the computation: risk-free interest rate of 5.87%,
expected life of 10 years, and an expected dividend rate of 1.40%. The pro forma
net loss using the fair-value method to measure compensation cost for stock
warrants is shown below.

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

                                  (Continued)



                                      F-15
<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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

NOTE 8 - STOCK-BASED COMPENSATION (Continued)

<TABLE>
<CAPTION>

                                                                                2001            2000
                                                                                ----            ----

<S>                                                                      <C>                <C>
     Net loss as reported                                                $  (1,121,193)     $  (874,187)
     Pro forma net loss                                                     (1,274,876)        (911,660)

     Basic and diluted loss per share as reported                        $       (1.16)     $    (3.57)
     Pro forma basic and diluted loss per share                                  (1.32)          (3.72)
</TABLE>


NOTE 9 - STOCK WARRANTS

As part of the Offering, the Company issued to shareholders one stock warrant
for every five shares of stock purchased resulting in the issuance of 193,000
warrants. The warrants carry no voting rights and may be exercised at any time
within the seven years following their issuance. Each warrant entitles the
holder to purchase one common share at a purchase price of $10.00 at any time
during the life of the warrant. The warrants may be called by the Company at 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, other than the $0.10
per warrant. The warrants are only transferable with the underlying common
shares in increments of one warrant for every five shares transferred. 500
warrants were exercised during 2001. No warrants were exercised in 2000.


NOTE 10 - CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS

Banks are subject to regulatory capital requirements administered by federal
banking agencies. Capital adequacy guidelines and prompt corrective action
regulations involve quantitative measures of assets, liabilities, and certain
off-balance-sheet items calculated under regulatory accounting practices.
Capital amounts and classifications are also subject to qualitative judgments by
regulators. Failure to meet capital requirements can initiate regulatory action.

Prompt corrective action regulations provide five classifications: well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized, although these terms are not
used to represent overall financial condition. If adequately capitalized,
regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions are limited, as is asset growth and
expansion, and capital restoration plans are required.



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

                                  (Continued)



                                      F-16
<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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

NOTE 10 - CAPITAL REQUIREMENTS AND RESTRICTIONS ON
RETAINED EARNINGS (Continued)

Actual and required capital amounts (in thousands) and ratios are presented
below at year-end.

<TABLE>
<CAPTION>

                                                                                                  To Be Well
                                                                                               Capitalized Under
                                                                       For Capital             Prompt Corrective
                                               Actual               Adequacy Purposes          Action Provisions
                                               ------               -----------------          -----------------
                                        Amount        Ratio        Amount        Ratio       Amount        Ratio
                                        ------        -----        ------        -----       ------        -----
<S>                                    <C>            <C>        <C>             <C>        <C>            <C>
2001
----
Total Capital to risk
  weighted assets                      $   7,254      14.1%      $   4,111       8.0%       $  5,139       10.0%
Tier 1 (Core) Capital to risk
  weighted assets                          6,868      13.4           2,055       4.0           3,083        6.0
Tier 1 (Core) Capital to
  average assets                           6,868      10.1           2,722       4.0           3,403        5.0


2000
----
Total Capital to risk
  weighted assets                      $   8,024     125.1%      $     513       8.0%       $    641       10.0%
Tier 1 (Core) Capital to risk
  weighted assets                          7,988     124.6             257       4.0             385        6.0
Tier 1 (Core) Capital to
  average assets                           7,988      80.2             398       4.0             498        5.0
</TABLE>

The payment of dividends by the Bank to Ohio Legacy 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 the Company
for a period of three years after inception without prior approval by the
Federal Reserve Bank. Therefore, the Bank does not expect to pay dividends to
the Company prior to October 2003.


NOTE 11 - 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.

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

                                   (Continued)



                                      F-17
<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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

NOTE 11 - COMMITMENTS AND CONTINGENCIES (Continued)

The contractual amount of financial instruments with off-balance-sheet risk was
as follows at year-end.

<TABLE>
<CAPTION>

                                                                      2001             2000
                                                                      ----             ----
<S>                                                            <C>                <C>
     Commitments to make loans
         Variable rate                                         $    9,232,000     $   3,892,000
         Fixed rate                                                 2,055,100         2,709,000
     Unused lines of credit                                         6,266,117         1,293,000
</TABLE>

Commitments to make loans are generally made for periods of 30 days or less. The
fixed rate loan commitments have interest rates ranging from 6.625% to 9.00% at
December 31, 2001 and 7.50% to 10.75% at December 31, 2000.

The Bank has entered into one-year employment agreements with its Chief
Executive Officer and President, its Senior Loan Officer and President of the
Stark County Division and its Senior Vice President of Commercial Lending. Each
employment agreement will renew automatically for an additional year unless
either party furnishes at least sixty days notice to the other of its intent to
terminate the agreement. The agreements also entitle the employees to
participate in any formally established stock option, health insurance and other
fringe benefit plans for which management personnel are eligible. In the event
of a change in control, parties would receive 2.99 times their annual
compensation.


NOTE 12 - FAIR VALUES OF FINANCIAL INSTRUMENTS

Carrying amount and estimated fair values of financial instruments were as
follows at year-end.

<TABLE>
<CAPTION>

                                                               2001                             2000
                                                               ----                             ----
                                                   Carrying            Fair           Carrying            Fair
                                                    Amount             Value           Amount             Value
                                                    ------             -----           ------             -----
<S>                                             <C>              <C>               <C>              <C>
     Financial assets
         Cash and cash equivalents              $    8,698,438   $     8,698,000   $    7,387,087   $     7,387,000
         Securities available for sale              16,177,938        16,178,000        1,045,415         1,045,000
         Loans, net                                 51,426,133        51,580,000        4,428,479         4,423,000
         Federal Reserve Bank stock                    221,300           221,000          273,000           273,000
         Accrued interest receivable                   372,556           373,000           42,959            43,000

     Financial liabilities
         Deposits                                  (70,516,459)      (71,404,000)      (5,570,011)       (5,593,000)
         Accrued interest payable                     (490,357)         (490,000)         (15,675)          (16,000)
</TABLE>

Carrying amount is the estimated fair value for cash and cash equivalents,
Federal Reserve Bank stock, accrued interest receivable and payable, demand
deposits, and variable rate loans or deposits that reprice frequently and fully.
Security fair values are based on market prices or dealer quotes, and if no such
information is available, on the rate and term of the security and information
about the issuer. For fixed rate loans or deposits and for variable rate loans
or deposits with infrequent repricing or repricing limits, fair value is based
on discounted cash flows using current market rates applied to the estimated
life and credit risk. Fair values for impaired loans are estimated using
discounted cash flow analysis or underlying collateral values. The fair value of
off-balance-sheet items is based on the current fees or cost that would be
charged to enter into or terminate such arrangements. The estimated fair value
for other financial instruments and off-balance sheet loan commitments are
considered nominal.

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

                                  (Continued)


                                      F-18
<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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

NOTE 13 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

Condensed financial information of the parent company follows.

<TABLE>
<CAPTION>

CONDENSED BALANCE SHEETS,
December 31
                                                                                     2001                2000
                                                                                     ----                ----
<S>                                                                             <C>                <C>
     ASSETS
     Cash and cash equivalents                                                  $         6,593    $         13,839
     Investment in banking subsidiary                                                 6,909,863           7,997,117
                                                                                ---------------    ----------------

     Total assets                                                               $     6,916,456    $      8,010,956
                                                                                ===============    ================

     LIABILITIES AND EQUITY
     Accrued expenses and other liabilities                                     $           106    $         11,229
     Shareholders' equity                                                             6,916,350           7,999,727
                                                                                ---------------    ----------------

     Total liabilities and shareholders' equity                                 $     6,916,456    $      8,010,956
                                                                                ===============    ================


CONDENSED STATEMENTS OF INCOME,
For the years ended December 31, 2001 and December 31, 2000
                                                                                     2001                2000
                                                                                     ----                ----

     Interest expense                                                           $             -    $        (26,433)
     Other expense                                                                       (1,122)           (323,521)
                                                                                ---------------    ----------------

     Loss before undistributed subsidiary loss                                           (1,122)           (349,954)
     Equity in undistributed subsidiary loss                                         (1,120,071)           (524,233)
                                                                                ---------------    ----------------

     Net loss                                                                   $    (1,121,193)   $       (874,187)
                                                                                ===============    ================
</TABLE>

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

                                  (Continued)



                                      F-19
<PAGE>

                                OHIO LEGACY CORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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

NOTE 13 - PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (Continued)

<TABLE>
<CAPTION>

CONDENSED STATEMENTS OF CASH FLOWS,
For the year ended December 31, 2001 and December 31, 2000

                                                                                     2001                2000
                                                                                     ----                ----
<S>                                                                             <C>                <C>
   Cash flows from operating activities
     Net loss                                                                   $    (1,121,193)   $       (874,187)
     Adjustments:
       Equity in undistributed subsidiary loss                                        1,120,071             524,233
       Net change in other assets and other liabilities                                 (11,124)             45,828
                                                                                ---------------    ----------------
           Net cash from operating activities                                           (12,246)           (304,126)

   Cash flows from investing activities
     Investments in subsidiary                                                                -          (8,512,502)

   Cash flows from financing activities
     Proceeds from notes payable to shareholders                                              -             665,000
     Repayment of notes payable to shareholders                                               -            (800,000)
     Proceeds from issuance of common stock,
       net of offering costs                                                              5,000           8,848,710
                                                                                ---------------    ----------------
       Net cash from financing activities                                                 5,000           8,713,710
                                                                                ---------------    ----------------

   Net change in cash and cash equivalents                                               (7,246)           (102,918)
   Beginning cash and cash equivalents                                                   13,839             116,757
                                                                                ---------------    ----------------

   Ending cash and cash equivalents                                             $         6,593    $         13,839
                                                                                ===============    ================
</TABLE>

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

                                  (Continued)


                                      F-20
<PAGE>


                 COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA
         As of December 31, 2001 and 2000, and for the Years then ended

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


NOTE 14 - EARNINGS (LOSS) PER SHARE

<TABLE>
<CAPTION>

The factors used in the earnings (loss) per share computation follows.

                                                                                     2001               2000
                                                                                     ----               ----
<S>                                                                             <C>                <C>
     Basic
         Net loss                                                               $    (1,121,193)   $       (874,187)
                                                                                ===============    ================

         Weighted average common shares
           outstanding                                                                  965,151             244,876
                                                                                ===============    ================

         Basic earnings (loss) per common share                                 $         (1.16)   $         (3.57)
                                                                                ===============    ===============

     Diluted
         Net loss                                                               $    (1,121,193)   $       (874,187)
                                                                                ===============    ================

         Weighted average common shares
           outstanding for basic earnings (loss) per
           common share                                                                 965,151             244,876
         Add:  Dilutive effects of assumed
           exercises of stock warrants                                                        -                   -
                                                                                ---------------    ----------------

         Average shares and dilutive potential
           common shares                                                                965,151             244,876
                                                                                ===============    ================

         Diluted earnings (loss) per common share                               $         (1.16)   $         (3.57)
                                                                                ===============    ===============
</TABLE>

Stock warrants for 339,800 and 340,300 shares of common stock were not
considered in computing diluted earnings per common share for 2001 or 2000,
respectively, because they were not dilutive. No stock options were granted
during 2001 or 2000.


NOTE 15 - OTHER COMPREHENSIVE INCOME

<TABLE>
<CAPTION>

Other comprehensive income components and related taxes were as follows.
                                                                                     2001               2000
                                                                                     ----               ----
<S>                                                                             <C>                <C>
     Unrealized holding gains and losses on
       available-for-sale securities                                            $        32,816    $          8,848
     Less reclassification adjustments for gains
       and losses later recognized in income                                                  -                   -
                                                                                ---------------    ----------------
     Net unrealized gains and losses                                                     32,816               8,848
     Tax effect                                                                               -                   -
                                                                                ---------------    ----------------

     Other comprehensive income                                                 $        32,816    $          8,848
                                                                                ===============    ================
</TABLE>




                                      F-21
<PAGE>

                 COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA
         As of December 31, 2001 and 2000, and for the Years then ended

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

<TABLE>
<CAPTION>

                                                                                          2001             2000
                                                                                          ----             ----
<S>                                                                                        <C>               <C>
(Dollars in thousands, except per share data)

Balance Sheet Data:
Total assets                                                                          $    78,570       $   13,939
Loans, net                                                                                 51,426            4,428
Securities available for sale                                                              16,178            1,045
Allowance for loan losses                                                                     386               36
Total deposits                                                                             70,516            5,570
Shareholders' equity                                                                        6,916            8,000
Income Statement Data:
Total interest income                                                                 $     2,703       $      171
Total interest expense                                                                      1,667               66
                                                                                      -----------       ----------
Net interest income                                                                         1,036              105
Provision for loan losses                                                                     350               36
                                                                                      -----------       ----------
Net interest income after provision for loan losses                                           686               69
Noninterest income                                                                            107                2
Noninterest expense                                                                         1,914              945
                                                                                      -----------       ----------
Loss before income taxes                                                                   (1,121)            (874)
Income taxes                                                                                    -                -
                                                                                      -----------       ----------
Net loss                                                                              $    (1,121)      $     (874)
                                                                                      ===========       ==========

Per Share Data:
Basic and diluted earnings per common share                                           $     (1.16)      $   (3.57)
Book value per share at year-end                                                             7.16            8.29
Cash dividends per share                                                                      N/A              N/A
Average shares used in earnings per share calculations                                    965,151          244,876

Operating Ratios:
Total net loans to total deposits                                                            72.9%           79.5%
Total shareholders' equity to total assets                                                    8.8            57.4
Average shareholders' equity to average assets                                               17.2            60.5
Return on average equity                                                                    (15.0)          (49.0)
Return on average assets                                                                     (2.6)          (29.6)
Dividend payout ratio                                                                         N/A              N/A
Total interest expense to interest income                                                    61.7            38.5
Allowance for loan losses to total loans                                                     0.74            0.81
Average assets                                                                        $    43,305       $   2,951
Average shareholders' equity                                                                7,463           1,784
</TABLE>




                                      F-22
<PAGE>



                                OHIO LEGACY CORP
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

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


INTRODUCTION
------------

In the following section, management presents an analysis of Ohio Legacy Corp's
(Company) financial condition and results of operations as of and for the years
ended December 31, 2001 and December 31, 2000. This discussion is provided to
give shareholders a more comprehensive review of the operating results and
financial condition than could be obtained from an examination of the financial
statements alone. This analysis should be read in conjunction with the
consolidated financial statements and related footnotes and the selected
financial data elsewhere in this report.

The Company was incorporated under the laws of the State of Ohio in July 1999.
During 1999 and the first nine months of 2000, the Company's activities were
limited to the organization of the Bank and preparation for and completion of a
common stock offering (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 the Company 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 Company'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's and management's focus is 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 report 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 Company or its management are intended
to identify such forward looking statements. The Company'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)


                                      F-23
<PAGE>

                                OHIO LEGACY CORP
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

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

GENERAL
-------

As of December 31, 2000, the Bank had only been open for three months. During
2001, the Company experienced tremendous growth due to its competitive pricing
strategies and referrals from existing customers. As a result, balance sheet
amounts as of December 31, 2001 and 2000 and operating results for 2001 and 2000
will not be comparable.


EARNINGS SUMMARY
----------------

Consolidated net loss for the Company for 2001 was $1,121,193 and $874,187 for
2000. Basic and diluted loss per common share in 2001 was $1.16 and $3.57 in
2000. No dividends were paid in 2001 or 2000.


RESULTS OF OPERATIONS - 2001 COMPARED TO 2000
---------------------------------------------

Net interest income for 2001 was $1,035,735 compared to $105,293 for 2000. The
increase was due primarily to growth in the Bank's loan and security portfolios,
funded by deposits. The average yield on interest-earning assets in 2001 was
6.69% which included an average rate on federal funds sold and other short-term
investments of 3.93%, 5.57% on securities, and 7.89% on loans receivable. The
average yield on interest-earning assets in 2000 was 6.86%, which included an
average rate on federal funds sold and other short-term investments of 6.37%,
6.35% on securities and 9.45% on loans receivable. The average rate paid in 2001
on interest bearing liabilities was 4.94%, which included an average rate on
interest-bearing deposits of 4.84% and the capital lease obligation of 14.57%.
The average rate paid on interest-bearing liabilities in 2000 was 7.04%, which
included an average rate on interest-bearing deposits of 6.14% and notes payable
to shareholders of 9.03%. The net interest margin in 2001 was 2.56%. In 2001,
the net interest margin declined due to the 2000 net interest margin being
influenced by the funding of interest-earning assets from equity for a majority
of the period. Additionally, the average federal funds balance, which earns a
comparatively low yield, was higher as a percentage of earning assets than what
it will be in the future. The Company maintained high liquidity levels in 2001
due to approved commitments to fund loans. In the meantime, deposit growth was
very rapid and resulted in high liquidity levels.

 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 $349,798 in 2001. The allowance for loan losses was $385,923 at December 31,
2001. The provision for loan losses and the allowance for loan losses were both
$36,125 in 2000. No loans were charged-off in 2001 or 2000. At December 31, 2001
and at December 31, 2000, none of the allowance for loan losses was allocated to
impaired loan balances, as there were no loans considered impaired. At December
31, 2001 the allowance was 0.74% of total loans. At December 31, 2000, the
allowance was 0.81% of total loans.

As of December 31, 2001, Management allocated approximately 26.8% of the
allowance to commercial loans; 64.5% to real estate and commercial real estate
loans, and 8.7% to consumer loans to individuals, leaving no unallocated amount.
There were no nonperforming loans at December 31, 2001. Management believes the
allowance for loan losses at December 31, 2001, is adequate to absorb probable
losses in the loan portfolio.

Total noninterest income was $107,287 in 2001 compared to $1,522 in 2000.
Noninterest income in both years resulted primarily from service charges on
deposit accounts.

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

                                  (Continued)


                                      F-24
<PAGE>

                                OHIO LEGACY CORP
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

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

RESULTS OF OPERATIONS - 2001 COMPARED TO 2000  (Continued)
----------------------------------------------

Total noninterest expense increased $969,540 in 2001 due primarily to the
following factors. Salaries and employee benefits increased $205,826 to $868,927
in 2001, from $663,101 in 2000. This increase was primarily due to additional
staffing for the Millersburg loan production office. Occupancy and equipment
costs increased to $323,738 in 2001. This increase was due to the occupancy of
the new headquarters at the Wayne County Banking Center and the opening of the
Stark County Banking Center which occurred in December 2000. Franchise tax
expense increased because December 31, 2000 was the first valuation date for the
bank for franchise tax purposes. Financial institutions in the State of Ohio pay
franchise tax based upon its net worth as of the end of the previous tax year.
Other items increased a total of $408,629 due primarily to the following
increases: $36,455 increase in professional fees, $131,950 in data processing,
$43,099 in stationery and supplies, $82,153 in marketing and advertising,
$21,661 in telephone and $93,311 in other expenses. All these increases are
primarily due to a full year of Bank operations.

The income tax benefit from the net operating losses in 2001 and 2000 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 Company, the valuation allowance will be reduced and a tax benefit
will be realized. The income tax benefit from the losses in 2001 and 2000 can be
carried forward for twenty years from the time of the loss before they expire.
Accordingly, the Company's net operating loss carry forward for 2001 and 2000
will expire in 2021 and 2020 if they were to remain unused at that time.


FINANCIAL CONDITION - 2001 COMPARED TO 2000
-------------------------------------------

Total assets at December 31, 2001 were $78,569,557 compared to $13,938,567 at
December 31, 2000. The growth that the Company experienced exceeded management's
expectations as the communities in which the banking centers are located proved
to be very receptive to the new Company.

At December 31, 2001, net loans receivable were $51,426,133, compared to
$4,428,479 at December 31, 2000. The mix of total loans receivable at December
31, 2001 was $9,599,317, or 18.5% in commercial loans, $36,930,094, or 71.2% in
real estate loans, and $5,362,669, or 10.3% in consumer loans to individuals.
The mix of total loans receivable at December 31, 2000 was $1,442,794, or 32.3%,
in commercial loans, $2,646,596, or 59.3%, in real estate loans, and $375,037,
or 8.4%, in consumer loans to individuals.

Cash and cash equivalents amounted to $8,698,438 compared to $7,387,087 at
year-end 2000. Year-end securities available for sale were $16,177,938, compared
to $1,045,415 at December 31, 2000. The securities available for sale portfolio
at December 31, 2001 is made up of $11,091,030 in U.S. Government and federal
agency securities. The majority of the maturities are laddered between three and
five years to give the Company consistent cash flow should funding for loans be
needed if deposit growth slows. The remainder the securities available for sale
portfolio is made up of mortgage-backed securities. The mortgage-backed
securities provide the Company with recurring cash flows as monthly principal
repayments are made.

Premises and equipment increased from $564,313 at December 31, 2000 to
$1,592,977 at December 31, 2001 due to the opening of the Wooster Banking
Center. This property is being leased under a capital lease.

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

                                  (Continued)


                                      F-25
<PAGE>

                                OHIO LEGACY CORP
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

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

Total deposits at December 31, 2001 were $70,516,459 compared to $5,570,011 at
December 31, 2000. These funds were invested primarily in securities and loans
receivable, as well as cash and cash equivalents and fixed and other assets.


LIQUIDITY
---------

Liquidity relates primarily to the Company's ability to fund loan demand, meet
deposit customers' withdrawal needs and provide for operating expenses. Assets
used to satisfy those needs include cash and cash equivalents and securities
available for sale. These assets are commonly referred to as liquid assets.
Liquid assets were $24,876,376 at December 31, 2001 compared to $8,432,502 at
December 31, 2000. As the Bank has grown, deposits have been used to fund loans
and security purchases. Management believes its current liquidity level is
sufficient to meet anticipated future growth, and management monitors its
liquidity position on a regular basis.

The Statements of Cash Flows for the periods presented provide an indication of
the Company's sources and uses of cash as well as an indication of the Company's
ability to maintain an adequate level of liquidity. In 2001, net cash used in
investing activities was $63,061,752, due mainly to growth in loans receivable
and purchases of securities available for sale. In 2000, net cash used in
investing activities was $6,351,260, due mainly to growth in loans receivable,
as well as the purchases of securities and equipment and leasehold improvements.
Net cash flow from financing activities was $64,942,578 in 2001, and $14,283,721
in 2000. In 2001, the increase was due to growth in total deposits of
$64,946,448. In 2000, the increase was due to growth in total deposits of
$5,570,011, and net proceeds from issuance of common stock of $8,848,710. As the
Bank continues to grow, management anticipates that cash flows will be provided
by deposits which will be used to fund loan growth, security purchases and
operations until the company reaches break-even profitability.


INTEREST RATE SENSITIVITY/GAP
-----------------------------

At year-end 2001, approximately 31.6% of the interest-bearing assets on the
Company's balance sheet mature or reprice in one year or less. At year-end, the
Bank had long-term fixed rate loans totaling $12,670,028, or 24.4% of total
loans, with a maturity greater than five years. Approximately 35.7% of the
interest-bearing liabilities were variable-rate core deposits. The other 64.3%
of interest-bearing liabilities on the Company's balance sheet are made up of
fixed-rate term deposits, of which $24,558,047, or 56.1%, mature in one year or
less, and a capital lease obligation. The short-term nature of the balance sheet
is a result of the increase in deposits upon the Bank's opening and the
resulting investment of those deposits in short-term funds. Management's
strategy is to keep funds available for anticipated loan demand. As the balance
sheet matures, Management will use interest rate modeling techniques to assist
in managing the balance sheet to reduce the impact of changes in interest rates
on earnings and equity.

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

                                   (Continued)



                                      F-26
<PAGE>

                                OHIO LEGACY CORP
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

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

CAPITAL RESOURCES
-----------------

Total shareholders' equity was $6,916,350 at December 31, 2001, a decrease of
$1,083,377 from $7,999,727 at December 31, 2000. The decrease was a result of
the net loss of $1,121,193 for the year, offset by other comprehensive income of
$32,816 and proceeds from the exercise of warrants of $5,000.

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). Refer to Note 10 in the Company's
consolidated financial statements for a complete discussion of risk-based
capital. The Bank exceeded the applicable minimum regulatory capital
requirements at December 31, 2001.

Restrictions exist regarding the ability of the Bank to transfer funds to the
Company in the form of cash dividends, loans or advances, as discussed in Note
10 to the consolidated financial statements. No cash or other dividends were
declared or paid during the periods ended December 31, 2001 or 2000.

As of December 31, 2001, management is not aware of any current recommendations
by the banking regulatory authorities which, if they were to be implemented,
would have, or are reasonably likely to have, a material adverse effect on the
Company's liquidity, capital resources or operations.

To increase the Company's capital, the Board of Directors of the Company has
approved a private placement of between $1,000,000 and $5,000,000 in trust
preferred securities through a special purpose entity. Although the special
purpose entity will issue the securities, the Company will record the full
obligation to repay the securities on its balance sheet. The offering is
expected be completed by March 31, 2002.


IMPACT OF INFLATION AND CHANGING PRICES
---------------------------------------

The majority of assets and liabilities of the Company are monetary in nature and
therefore the Company differs greatly from most commercial and industrial
companies that have significant investments in fixed assets or inventories.
However, inflation does have an important impact on the growth of total assets
in the banking industry and the resulting need to increase equity capital at
higher than normal rates in order to maintain an appropriate equity to assets
ratio. Inflation significantly affects noninterest expense, which tends to rise
during periods of general inflation. Management believes the most significant
impact on financial results is the Company's ability to react to changes in
interest rates. Management seeks to maintain a fairly balanced position between
interest rate sensitive assets and liabilities and to actively manage the
balance sheet in order to protect against the effects of wide interest rate
fluctuations on net income and shareholders' equity.

IMPACT OF NEW ACCOUNTING STANDARDS
----------------------------------

Recent pronouncements by the Financial Accounting Standards Board ("FASB") may
have an impact on financial statements issued in subsequent periods. Set forth
below are summaries of such pronouncements.



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

                                  (Continued)


                                      F-27
<PAGE>

                                OHIO LEGACY CORP
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

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


Statement of Financial Accounting Standards (SFAS) No. 141, "Business
---------------------------------------------------------------------
Combinations"
-------------


In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 141 "Business Combinations." SFAS
No. 141 requires all business combinations within its scope to be accounted for
using the purchase method, rather than the pooling-of-interests method. The
provisions of this Statement apply to all business combinations initiated after
June 30, 2001. The adoption of this Statement will only have an impact on the
Company's financial statements if it enters into a business combination.

Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
-------------------------------------------------------------------------------
Intangible Assets"
------------------

In June 2001, the FASB issued 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 Company is required to adopt this
Statement on January 1, 2002 and early adoption is not permitted. The adoption
of this Statement will not have an impact on the Company's financial statements,
as it does not have any intangible assets.

These statements are not expected to have a material effect on the Company's
consolidated financial position or results of operations.



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


                                      F-28
<PAGE>


                                OHIO LEGACY CORP
                             SHAREHOLDER INFORMATION

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

CORPORATION AND BANK LOCATIONS

Corporate and Wooster Office
----------------------------
305 West Liberty Street                     Telephone:      (330) 263-1955
Wooster, Ohio 44691                         Fax:            (330) 263-0063

Canton Office
-------------
4026 Dressler Road N.W.                     Telephone:      (330) 478-1000
North Canton, Ohio 44735                    Fax:            (330) 477-3745

Millersburg Office
------------------
225 North Clay Street                       Telephone:      (330) 674-5301
Millersburg, Ohio 44654                     Fax:            (330) 674-5088

<TABLE>

DIRECTORS OF THE CORPORATION AND THE BANK
<S>                                      <C>
D. William Allen                           Vice President of Sales, Bocko, Inc., Canton, Ohio
                                           President, SPC Realty Company, Canton, Ohio

William T. Baker                           President, Multi Products Co., Millersburg, Ohio

Robert F. Belden                           President, Belden Brick Company, Canton, Ohio

J. Edward Diamond                          Private investor, Canton, Ohio

L. Dwight Douce, Chairman                  President and Chief Executive Officer,
                                           Ohio Legacy Bancorp and Ohio Legacy Bank, Wooster, Ohio

Scott J. Fitzpatrick                       Partner, Fitzpatrick Enterprises, Canton, Ohio

Randy G. Jones                             President and Owner, R & L Jones Trucking, Inc.,
                                           Millersburg, Ohio

Gregory A. Long                            President, Long, Cook & Samsa, Inc. CPA's, Wooster, Ohio

Benjamin M. Mast                           President, B-L Transport, Inc., Millersburg, Ohio

Michael D. Meenan                          President and Owner, Riverview Industrial Wood Products, Inc.,
                                           Wooster, Ohio

Steven G. Pettit                           Senior Loan Officer and President, Stark County Division,
                                           Ohio Legacy Bank, Canton, Ohio

Daniel H. Plumly                           Member, Critchfield, Critchfield & Johnston, Ltd., Wooster, Ohio

Thomas W. Schervish                        President and Owner, Stark Management Company, Canton, Ohio
</TABLE>


OFFICERS OF THE CORPORATION AND THE BANK

L. Dwight Douce, President and Chief Executive Officer
Daniel H. Plumly, Corporate Secretary
Steven G. Pettit, Senior Loan Officer, President of Stark County Region
Robert E. Boss, Senior Vice President, Commercial Lending
--------------------------------------------------------------------------------

                                  (Continued)



                                      F-29
<PAGE>

                                OHIO LEGACY CORP
                             SHAREHOLDER INFORMATION

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


SPECIAL COUNSEL                                    INDEPENDENT AUDITORS

Squire, Sanders & Dempsey L.L.P.                   Crowe, Chizek and Company LLP
4900 Key Tower                                     One Columbus
127 Public Square                                  10 West Broad Street
Cleveland, Ohio 44114                              Columbus, Ohio 43215


ANNUAL MEETING

The Annual Meeting of Shareholders will be held 10:00 a.m., on April 25, 2002 at
the Stark County Banking Center, 4026 Dressler Road, NW, Canton, Ohio.


STOCK LISTING

Ohio Legacy Corp common stock is traded infrequently and is not traded on any
established securities market, quoted in any automated quotation system of a
registered securities association, or traded in the over-the-counter market.


PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Because of the lack of an established market for the Company's stock, Management
does not have knowledge of all transactions or the prices paid in those
transactions. All transactions management is aware of resulted in a price of
$10.00 per share.

At February 28, 2002, there were 965,500 common shares of Ohio Legacy Corp
issued and outstanding and there were 342 holders of record.

No cash dividends were paid during 2001. The Company's ability to pay dividends
depends primarily on the ability of Ohio Legacy Bank to pay dividends to Ohio
Legacy Corp. See Note 10 to Notes to Consolidated Financial Statements for a
discussion of the restrictions on the ability of Ohio Legacy Bank to pay
dividends.

<TABLE>

SHAREHOLDER AND GENERAL INQUIRIES                                      TRANSFER AGENT
<S>                                                                  <C>
L. Dwight Douce, President and Chief Executive Officer                 Illinois Stock Transfer Company
Ohio Legacy Corp                                                       209 West Jackson Boulevard
305 West Liberty Street                                                Suite 903
Wooster, Ohio 44691                                                    Chicago, Illinois 60606
(330) 263-1955                                                         (312) 427-2953
</TABLE>


ANNUAL REPORT ON FORM 10-KSB

A copy of Ohio Legacy Corp's Annual Report on Form 10-KSB for the year ended
December 31, 2000, as filed with the Securities and Exchange Commission, may be
obtained without charge by submitting a written request to Paul Mederski,
Treasurer, Ohio Legacy Bank, 305 West Liberty Street, Wooster, Ohio 44691.

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


                                      F-30