Ohio Legacy (OLCB) 10-Q 2008 Q1 Quarterly report

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________ to _________

Commission file number:000-31673

OHIO LEGACY CORP

(Exact name of small business issuer as specified in its charter)

OHIO

(State or other jurisdiction of incorporation or organization)

34-1903890

(I.R.S. Employer Identification No.)

2375 Benden Drive Suite C, Wooster, OH, 44691

(Address of principal executive offices)

(330) 263-1955

Issuer’s telephone number

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

As of May 14, 2008, the latest practicable date, there were 2,214,564 shares of the issuer’s Common Stock, without par value, issued and outstanding.

OHIO LEGACY CORP
FORM 10-Q
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2008
FIRST QUARTER REPORT

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis		12
Item 3. Not Applicable for Smaller Reporting Companies		19
Item 4. Controls and Procedures		19
PART II — OTHER INFORMATION		20
Item 1. Legal Proceedings		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3. Defaults Upon Senior Securities		20
Item 4. Submission of Matters to a Vote of Security Holders		20
Item 5. Other Information		20
Item 6. Exhibits		21
SIGNATURES		22
EX-10.15
EX-10.16
EX-10.17
EX-31.1
EX-32.1

2.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

OHIO LEGACY CORP
CONSOLIDATED BALANCE SHEETS
As of March 31, 2008, and December 31, 2007

	March 31,			December 31,
	2008			2007
	(unaudited)
ASSETS
Cash and due from banks	$	6,196,859		$	5,764,580
Federal funds sold and interest-bearing deposits in financial institutions		8,370,496			1,350,625
Cash and cash equivalents		14,567,355			7,115,205
Certificate of deposit in financial institution		100,000			100,000
Securities available for sale		28,295,799			29,010,334
Securities held to maturity (fair value of $3,017,278 and $2,995,122 at March 31, 2008 and December 31, 2007)		3,001,974			3,002,754
Loans held for sale		1,169,919			911,906
Loans, net of allowance of $1,628,411 and $1,622,906 at March 31, 2008 and December 31, 2007		132,564,021			131,642,471
Federal bank stock		1,553,900			1,541,200
Premises and equipment, net		2,866,269			2,901,906
Intangible asset		124,080			150,322
Other real estate owned		3,177,232			2,416,367
Accrued interest receivable and other assets		1,721,168			1,488,214
Total assets	$	189,141,717		$	180,280,679
LIABILITIES
Deposits:
Noninterest-bearing demand	$	14,757,427		$	14,329,339
Interest-bearing demand		9,933,031			9,995,343
Savings		52,440,636			49,566,417
Certificates of deposit, net		75,130,030			73,458,253
Total deposits		152,261,124			147,349,352
Repurchase agreements		1,939,208			2,022,869
Short term Federal Home Loan Bank advances		—			2,025,000
Federal Home Loan Bank advances		18,000,000			12,000,000
Capital lease obligations		487,481			493,168
Accrued interest payable and other liabilities		1,031,506			1,076,647
Total liabilities		173,719,319			164,967,036
SHAREHOLDERS’ EQUITY
Preferred stock, no par value, 500,000 shares authorized, none outstanding		—			—
Common stock, no par value, 5,000,000 shares authorized, 2,214,564 shares issued and outstanding at March 31, 2008, and December 31, 2007, respectively		18,793,090			18,781,925
Accumulated earnings (loss)		(3,503,318	)		(3,472,218	)
Accumulated other comprehensive earnings		132,626			3,936
Total shareholders’ equity		15,422,398			15,313,643
Total liabilities and shareholders’ equity	$	189,141,717		$	180,280,679

See notes to the consolidated financial statements.

3.

OHIO LEGACY CORP
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2008 and 2007
(Unaudited)

	For the Three Months Ended
	March 31,
	2008			2007
Interest and dividend income:
Loans, including fees	$	2,327,699		$	3,241,274
Securities, taxable		398,929			275,447
Securities, tax-exempt		28,566			23,322
Interest-bearing deposits, federal funds sold and other		32,116			100,448
Dividends on federal bank stock		21,209			23,823
Total interest and dividend income		2,808,519			3,664,314
Interest expense:
Deposits		1,231,588			1,711,227
Short term Federal Home Loan Bank advances		24,814			—
Long term Federal Home Loan Bank advances		163,440			195,838
Subordinated debentures		—			70,723
Repurchases agreements		12,460			13,591
Capital leases		19,832			36,667
Total interest expense		1,452,134			2,028,046
Net interest income		1,356,385			1,636,268
Provision for loan losses		6,500			43,000
Net interest income after provision for loan losses		1,349,885			1,593,268
Noninterest income:
Service charges and other fees		214,248			265,639
Gain on sale of loans		31,025			50,951
Gain on redemption of equity interest in Visa		18,391			—
Gain on disposition of other real estate owned		9,170			5,451
Direct write-down of other real estate owned		—			(23,249	)
Other income		11,363			23,196
Total noninterest income		284,197			321,988
Noninterest expense:
Salaries and benefits		796,468			1,027,522
Occupancy and equipment		227,094			236,814
Professional fees		97,927			117,151
Franchise tax		50,250			63,750
Data processing		170,256			173,752
Marketing and advertising		59,911			49,921
Stationery and supplies		27,380			34,887
Amortization of intangible asset		26,242			36,796
Deposit expense and insurance		61,137			42,148
Other expenses		148,517			145,406
Total noninterest expense		1,665,182			1,928,147
Net earnings (loss) before income taxes		(31,100	)		(12,891	)
Income tax expense (benefit)		—			(7,445	)
Net earnings (loss)	$	(31,100	)	$	(5,446	)
Basic earnings (loss) per share	$	(0.01	)	$	0.00
Diluted earnings (loss) per share	$	(0.01	)	$	0.00

See notes to the consolidated financial statements.

4.

OHIO LEGACY CORP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Three Months Ended March 31, 2008 and 2007
(Unaudited)

	For the Three Months Ended
	March 31,
	2008			2007
Shareholders’ equity, beginning of period	$	15,313,643		$	18,418,557
Net earnings (loss)		(31,100	)		(5,446	)
Other comprehensive income (loss), net of tax:
Net unrealized gain (loss) on available for sale securities arising during the period		128,690			102,332
Total comprehensive income (loss), net of tax		97,590			96,886
Additional paid in capital from stock based compensation expense		11,165			11,490
Balance, end of period	$	15,422,398		$	18,526,933

See notes to the consolidated financial statements.

5.

OHIO LEGACY CORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2008 and 2007
(Unaudited)

	For the Three Months Ended
	March 31,
	2008			2007
Cash flows from operating activities:
Net earnings (loss)	$	(31,100	)	$	(5,446	)
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation and amortization		116,888			139,767
Securities amortization and accretion, net		6,817			22,409
Origination of loans held for sale		(6,232,053	)		(4,848,102	)
Proceeds from sales of loans held for sale		6,005,065			4,254,452
Provision for loan losses		6,500			43,000
Loss from Ohio Legacy Trust 1		—			2,018
Gain on sale of other real estate		(8,952	)		(5,451	)
Direct write-down of other real estate		—			23,249
Gain on sale of loans held for sale		(31,025	)		(50,951	)
Accretion of fair value purchase adjustments		—			(4,471	)
FHLB stock dividend		(12,700	)		—
Stock option expense		11,165			11,490
Net change in:
Accrued interest receivable and other assets		(299,248	)		(87,664	)
Accrued interest payable and other liabilities		(45,141	)		(58,618	)
Deferred loan fees		(9,886	)		3,587
Net cash from operating activities		(523,670	)		(560,731	)
Cash flows from investing activities:
Purchases of securities held to maturity		(100,000	)		(804,847	)
Maturities, calls and paydowns of securities available for sale		903,482			1,133,120
Maturities of securities held to maturity		100,000			—
Proceeds from sales of other real estate owned		13,148			127,927
Net change in loans		(1,683,225	)		1,472,232
Purchases of premises and equipment		(55,009	)		(11,211	)
Net cash from investing activities		(821,604	)		1,917,221
Cash flows from financing activities:
Net change in deposits		4,911,772			50,466
Net change in repurchase agreements		(83,661	)		276,208
Repayment of capital lease obligations		(5,687	)		(7,145	)
Proceeds from short term FHLB advances, net of repayments		(2,025,000	)		—
Proceeds from long term FHLB advances		6,000,000			—
Repayments of long term FHLB advances		—			(5,129,158	)
Net cash provided by financing activities		8,797,424			(4,809,629	)
Net change in cash and cash equivalents		7,452,150			(3,453,139	)
Cash and cash equivalents at beginning of period		7,115,205			13,039,865
Cash and cash equivalents at end of period	$	14,567,355		$	9,586,726
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	1,471,394		$	2,051,430
Federal income taxes		—			—
Non-cash transactions:
Transfer of loans to other real estate owned	$	765,061		$	29,321

See notes to the consolidated financial statements.

6.

OHIO LEGACY CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation: The consolidated financial statements include Ohio Legacy Corp (Ohio Legacy) and its wholly-owned subsidiary, Ohio Legacy Bank, National Association (Bank). Intercompany transactions and balances are eliminated in consolidation. References to the Company include Ohio Legacy, consolidated with its subsidiary, the Bank.

Ohio Legacy is a bank holding company incorporated on July 1, 1999 under the laws of the State of Ohio. The Bank began operations on October 3, 2000. The Bank provides financial services through its full-service offices in Wooster and Canton, Ohio. Its primary deposit products are checking, savings and certificate of deposit accounts, and its primary lending products are residential mortgage, commercial and installment loans. Substantially all loans are secured by specific items of collateral including business and consumer assets and real estate. Commercial loans are expected to be repaid from cash flow from operations of businesses. Real estate loans are secured by residential and commercial real estate. Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold.

These consolidated financial statements are prepared without audit and reflect all adjustments that, in the opinion of management, are necessary to present fairly the financial position of the Company at March 31, 2008, and its results of operations and cash flows for the periods presented. All such adjustments are normal and recurring in nature. The accounting principles used to prepare the consolidated financial statements are in compliance with U.S. GAAP. However, the financial statements have been prepared in accordance with the instructions of Form 10-Q and, therefore, do not purport to contain all necessary financial and footnote disclosures required by U.S. GAAP.

The financial information presented in this report should be read in conjunction with the Company’s Form 10-KSB for the year ended December 31, 2007, which includes information and disclosures not presented in this report. Reference is made to the accounting policies of the Company described in Note 1 of the Notes to Consolidated Financial Statements. The Company has consistently followed those policies in preparing this Form 10-Q.

Use of Estimates: To prepare financial statements in conformity with U.S. GAAP, 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 actual results could differ. The allowance for loan losses, judgments about the other than temporary impairment of securities, fair value of financial instruments, valuation of deferred tax assets and the fair value of other real estate owned are particularly subject to change.

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

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.

NOTE 2 — STOCK BASED COMPENSATION

The Company granted 150,000 warrants (Director Warrants) to organizers of the Company at the time of closing of the 2000 Offering. The Director Warrants vest in 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 $10.00 per share and will expire ten years from the date of issuance. At March 31, 2008 all Director Warrants were vested and exercisable. No warrants have been exercised to date.

7.

OHIO LEGACY CORP

NOTE 2 — STOCK BASED COMPENSATION (continued)

No options were granted or exercised during the first quarters of 2008 or 2007. Following is the activity under the plan.

	Three months ended March 31, 2008
	Total options outstanding
				Weighted
				Average
				Exercise
	Shares			Price
Options outstanding, beginning of period		214,150		$	10.64
Forfeited		(28,800	)		10.36
Exercised		—			—
Granted		—			—
Options outstanding, end of period		185,350		$	10.69
Options exercisable, end of period		158,250		$	10.95

The aggregate intrinsic value of all options outstanding and exercisable at March 31, 2008 was $0.

The compensation cost yet to be recognized for stock options that have been awarded but not vested is as follows:

	Compensation
	Costs
Remainder of 2008	$	28,010
2009		17,659
2010		2,081
Total	$	47,750

NOTE 3 — EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is net earnings (loss) divided by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share includes the dilutive effect of additional potential shares that may be issued upon the exercise of stock options and stock warrants. The following table details the calculation of basic and diluted earnings (loss) per share:

8.

OHIO LEGACY CORP

NOTE 3 — EARNINGS PER SHARE (continued)

	Three Months Ended March 31,
	2008			2007
BASIC:
Net earnings (loss)	$	(31,100	)	$	(5,446	)
Weighted average common shares outstanding		2,214,564			2,214,564
Basic earnings (loss) per share	$	(0.01	)	$	0.00
DILUTED:
Net earnings (loss)	$	(31,100	)	$	(5,446	)
Weighed average common shares outstanding		2,214,564			2,214,564
Dilutive effect of stock options		—			—
Dilutive effect of stock warrants		—			—
Total common shares and dilutive potential common shares		2,214,564			2,214,564
Diluted earnings (loss) per share	$	(0.01	)	$	0.00

The following table details, as of March 31, dilutive potential common shares that were excluded from the computation of diluted earnings per share during the periods then ended as the effect of their exercise was antidilutive:

	Three months ended
	March 31
	2008		2007
Stock options		185,350		283,329
Stock warrants		150,000		150,000
Total		335,350		433,329

NOTE 4 — LOANS

Loans, by collateral type, were as follows at March 31, 2008, and December 31, 2007:

	March 31, 2008						December 31, 2007
	Balance			Percent			Balance			Percent
Residential real estate	$	35,685,786			26.6	%	$	36,548,271			27.4	%
Multifamily residential real estate		7,540,614			5.6			7,918,222			5.9
Commercial real estate		60,985,267			45.4			59,574,635			44.7
Construction		10,763,509			8.0			10,714,524			8.0
Commercial		12,463,312			9.3			12,528,137			9.4
Consumer and home equity		6,904,038			5.1			6,141,568			4.6
Total loans		134,342,526			100.0	%		133,425,357			100.0	%
Less: Allowance for loan losses		(1,628,411	)					(1,622,906	)
Net deferred loan fees		(150,094	)					(159,980	)
Loans, net	$	132,564,021					$	131,642,471

At March 31, 2008, and December 31, 2007, approximately $31,500,000 and $24,543,000, respectively of single-family residential real estate loans were pledged as collateral for advances from the Federal Home Loan Bank of Cincinnati.

9.

OHIO LEGACY CORP

NOTE 4 — LOANS (continued)

Activity in the allowance for loan losses for the three months ended March 31 was as follows:

	For the Three Months Ended
	March 31,
	2008			2007
Balance, beginning of period	$	1,622,906		$	1,757,110
Provision for loan losses		6,500			43,000
Loans charged-off		(12,245	)		(46,627	)
Recoveries		11,250			3,392
Balance, end of period	$	1,628,411		$	1,756,875
Allowance for loan losses, percent of total loans		1.21	%		0.99	%

Loans individually considered impaired and nonaccrual loans were as follows at March 31, 2008, and December 31, 2007:

	March 31,		December 31,
	2008		2007
Loans past due over 90 days still on accrual	$	—	$	—
Nonaccrual loans, includes smaller balance homogeneous loans		3,978,890		4,205,143
Impaired loans, included in nonaccrual loans		3,328,965		3,550,936
Amount of the allowance for loan losses allocated	$	19,599	$	11,472

NOTE 5 — OTHER REAL ESTATE OWNED

Other real estate owned was as follows at March 31, 2008 and December 31, 2007:

	March 31,		December 31,
	2008		2007
Residential real estate	$	896,141	$	136,716
Land development		2,281,091		2,279,651
Total real estate owned		3,177,232		2,416,367
Less: valuation allowance		—		—
Real estate owned, net	$	3,177,232	$	2,416,367

Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. If fair value declines, a valuation allowance is recorded through expense. Costs after acquisition are expensed. Improvements that improve the fair value of the property are capitalized. It is the Company’s intention to make periodic reassessments of the value of assets held in this category and record valuation adjustments or write-downs as the reassessments dictate. Real estate owned at March 31, 2008 and December 31, 2007 includes a property placed into receivership until it can be improved and sold in an orderly fashion.

10.

OHIO LEGACY CORP

NOTE 6 — ADOPTION OF NEW ACCOUNTING STANDARDS

Fair Value Option and Fair Value Measurements — In September 2006, the FASB issued Statement No. 157, “Fair Value measurements.” This statement defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standards is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, “Effective Date of FASB Statement No. 157.” This FSP delays the effective date of FAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. The impact of the adoption was not material.

In February 2007, the FASB issued Statement No. 159, “the Fair Value Option for Financial Assets and Financial Liabilities.” The standard provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new standard is effective for the Company on January 1, 2008. The Company did not elect the fair value option for any financial assets or financial liabilities as of January 1, 2008.

On November 5, 2007, the SEC issued Staff Accounting Bulletin No. 109, Written Loan Commitments Recorded at Fair Value through Earnings (“SAB 109”). Previously, SAB 105, Application of Accounting Principles to Loan Commitments, stated that in measuring the fair value of a derivative loan commitment, a company should not incorporate the expected net future cash flows related to the associated servicing of the loan. SAB 109 supersedes SAB 105 and indicates that the expected net future cash flows related to the associated servicing of the loan should be included in measuring fair value for all written loan commitments that are accounted for at fair value through earnings. SAB 105 also indicated that internally-developed intangible assets should not be recorded as part of the fair value of a derivative loan commitment, and SAB 109 retains that view. SAB 109 is effective for derivative loan commitments issued or modified in fiscal quarters beginning after December 15, 2007. The impact of this standard was not material to the Company.

NOTE 7 — FAIR VALUE MEASUREMENT

Statement 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Statement 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions that market participants would use in pricing an asset or liability.

The Company uses the following methods and significant assumptions to estimate fair value.

Securities: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges or matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities.

11.

OHIO LEGACY CORP

NOTE 7 — FAIR VALUE MEASUREMENT (continued)

Assets measured at fair value on a recurring basis are summarized below:

			Quoted Prices		Significant
			on Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	March 31, 2008		(Level 1)		(Level 2)		(Level 3)
Available for sale securities	$	28,295,799	$	—	$	28,295,799	$	—

Assets measured at fair value on a non-recurring basis are summarized below:

			Quoted Prices		Significant
			on Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	March 31, 2008		(Level 1)		(Level 2)		(Level 3)
Impaired loans	$	2,819,134	$	—	$	778,406	$	2,040,728

Impaired loans are measured for impairment using the fair value of the loan, as determined using binding offers from third parties, or using the fair value of the collateral for collateral-dependent loans.

Impairment of loans recognized during the period was not material.

Item 2. Management’s Discussion and Analysis

In the following section, management presents an analysis of Ohio Legacy Corp’s financial condition as of March 31, 2008, and December 31, 2007 and results of operations for the three months ended March 31, 2008 and 2007. 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. As used herein and except as the context may otherwise require, references to “the Company,” “we,” “us,” or “our” means, collectively, Ohio Legacy Corp (Ohio Legacy) and its wholly-owned subsidiary, Ohio Legacy Bank, N.A. (Bank).

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by the use of forward-looking terminology, such as: “may,” “might,” “could,” “would,” “should,” “believe,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “estimate,” “project” or “continue” or the negative thereof or comparable terminology. All statements other than statements of historical fact included in this MD&A regarding our financial position, capital adequacy and liquidity are forward-looking statements. These forward-looking statements also include, but are not limited to:

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

• anticipated changes in general interest rates and the impact of future interest rate changes on our profitability, capital adequacy and the fair value of our financial assets and liabilities;

• retention of our existing customer base and our ability to attract new customers;

12.

OHIO LEGACY CORP

• the development of new products and services and their success in the marketplace;

• the adequacy of the allowance for loan losses; and

• statements regarding our anticipated loan and deposit account growth, expense levels, liquidity and capital resources and projections of earnings.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results to be materially different from any future results expressed or implied by such forward-looking statements. Although we believe the expectations reflected in such forward-looking statements are reasonable, we can give no assurance such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements included herein include, but are not limited to:

• competition in the industry and markets in which we operate;

• changes in general interest rates;

• rapid changes in technology affecting the financial services industry;

• changes in government regulation; and

• general economic and business conditions.

OVERVIEW

The following key factors summarize changes in our financial condition during the three months ended March 31, 2008:

• Cash and cash equivalents increased $7.5 million over year end 2007.

• Loans increased $932,000 since December 31, 2007.

• Deposits increased $4.9 million over year end 2007.

• FHLB borrowings increased $6.0 million since December 31, 2007.

The following key factors summarize our results of operations during the three months ended March 31, 2008:

• Net loss for the period was ($31,100) or ($0.01) per share.

• Net interest income fell $279,900 compared to the same period a year ago.

• Noninterest income fell $61,000 over first quarter 2007.

• Noninterest expense improved by $286,200 against the same quarter last year.

• The federal funds target rate is 300 basis points lower than the same period a year ago, impacting both interest income and interest expense.

The following forward looking statements describe our near term outlook:

• We are pleased with our deposit results for the period and believe that the continued low cost deposit growth will contribute to improved earnings in the coming quarters.

• The reduction in rates has brought about a steeper yield curve that has had a dampening effect on our loan yields. We believe that deposit rates, which typically lag changes in the market will eventually offset, through reduced interest expense, the drop in interest income and assist us in returning to profitability.

• Although the reduction in noninterest expense was positive, given the level of legal costs anticipated with foreclosure activity scheduled for the next quarter, we will have to work extremely hard to improve on this performance in future periods.

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OHIO LEGACY CORP

CRITICAL ACCOUNTING POLICIES

Allowance for loan losses. The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.

Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, 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.

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful. The general component covers non-classified loans and is based on historical loss experience adjusted for current factors.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures.

FINANCIAL CONDITION — MARCH 31, 2008, COMPARED TO DECEMBER 31, 2007

Assets. At March 31, 2008, assets totaled $189.1 million, an increase of $8.9 million or 4.9%, from December 31, 2007. This increase was the result of a $7.5 million increase in cash and cash equivalents and a $1.2 million increase in total loans.

Securities. Total securities decreased by $715,000 to $31.3 million. The portfolio consists primarily of mortgage backed securities, which provide cash flow that can be used to fund additional loan growth, liability runoff or be reinvested. At March 31, 2008 we believe the effective duration of the portfolio excluding equity investments is approximately 2.5 years. The unrealized gain on the portfolio, net of tax, was $132,600 compared to $3,900 at year end.

Loans. At March 31, 2008, the loan portfolio, net of the allowance for loan losses and deferred fees, totaled $132.6 million, an increase of just under $932,000 compared to December 31, 2007. The mix of the portfolio was materially unchanged from year end. We remain committed to moving the balance sheet more toward commercial business banking assets and away from consumer and residential real estate assets.

Allowance for loan losses and asset quality. Nonperforming loans totaled $4.0 million at March 31, 2008 compared to $4.2 million at December 31, 2007. The decrease is the result of approximately $765,100 in balances transferred to other real estate, $200,000 in balances paid down or paid off and $1,300 in balances charged off. Five additional relationships totaling $682,900 were added to the category. Loans are considered nonperforming if they are impaired or if they are in non-accrual status. We review nonperforming loans on a weekly basis to assess the risk of loss.

The allowance for loan losses totaled $1.6 million at March 31, 2008, basically unchanged since year end 2007. We continue to closely monitor credit quality and delinquencies as our loan portfolio seasons, and will increase the allowance for loan losses if we believe losses have been incurred.

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OHIO LEGACY CORP

Accrued interest receivable and other assets.Accrued interest receivable and other assets increased by $233,000 during the first quarter. The difference is primarily due to prepaid franchise taxes and insurance that are booked at the beginning of the year and expensed on a monthly basis and dividends receivable on FNMA preferred stock.

Deposits. Total deposits increased $4.9 million to $152.3 million at March 31, 2008. Core deposit balances increased 4.5% to $77.1 million, due in part to a $2.9 million increase in our Money Market account balances. Noninterest bearing demand deposits increased 3.0% to $14.8 million. Business checking account balances increased 3.8% to $15.6 million with a total of 44 net new accounts opened in the first quarter. We remain committed to our strategy of growing core deposits through the acquisition of business banking relationships. The certificate of deposit portfolio increased $1.7 million during the period to $75.1 or 49.3% of total deposits compared to $73.5 or 49.9% of total deposits are year-end. Our deposit strategy continues to focus on reducing the size of the CD portfolio as a percentage of total deposits while increasing the average maturity. This will help reduce our overall cost of funds and provide protection against rising interest rates in the future.

Federal Home Loan Bank advances. We increased our total borrowing position with the Federal Home Loan Bank by $4.0 million to take advantage of lower longer term rates with three $2.0 million advances. Two advances had 24 month terms and rates of 3.02% and 2.65%, respectively. A 36 month term advance was booked at a rate of 2.96%. An overnight borrowing position of $2.0 million was paid off during the quarter.

RESULTS OF OPERATIONS — THREE MONTHS ENDED MARCH 31, 2008

Net earnings (loss) totaled ($31,100) for the three months ended March 31, 2008, or ($0.01) per diluted share, compared to ($5,446) or ($0.00) per diluted share during the first quarter of 2007. While we are not pleased with this overall level of earnings, for the quarter, we do feel that the restructuring of the balance sheet during the latter part of 2007 has begun to have a positive impact on the earnings stream for the year.

Net interest income. During the three months ended March 31, 2008, net interest income was $1.3 million, compared to $1.6 million in the comparable quarter. Net interest income year-over-year was negatively impacted by the sale of a banking location in 2007, but was partially offset by an increase in net interest margin over the same period.

The following table sets forth information relating to our average balance sheets and reflects the average yield on interest-earning assets and the average cost of interest-bearing liabilities for the periods indicated. These yields and costs are derived by dividing income or expense, on an annualized basis, by the average balances of interest-earning assets or interest-bearing liabilities for the periods presented.

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OHIO LEGACY CORP

	Three months ended March 31,
	2008							2007
	Average		Interest					Average		Interest
	Outstanding		earned/		Yield/			outstanding		earned/		Yield/
(Dollars in thousands)	Balance		paid		Rate			balance		paid		Rate
Assets
Interest-earning assets:
Interest-bearing deposits and federal funds sold		3,992		32		3.24	%		7,767		100		5.22	%
Securities available for sale		28,688		399		5.56			26,020		275		4.29
Securities held to maturity		3,002		29		3.81			2,657		23		3.53
Federal agency stock		1,541		21		5.51			1,541		24		6.32
Loans(1)		131,011		2,328		7.15			176,412		3,241		7.45
Total interest-earning assets		168,234		2,809		6.71			214,397		3,664		6.93
Noninterest-earning assets		16,893							17,495
Total assets		185,127							231,892
Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand deposits		9,874		35		1.43	%		8,985		17		.77	%
Savings accounts		5,414		11		0.85			9,109		18		.80
Money market accounts		44,231		363		3.30			41,746		388		3.77
Certificates of deposit		74,395		822		4.45			109,604		1,288		4.77
Total interest-bearing deposits		133,914		1,231		3.70			169,444		1,711		4.10
Other borrowings		18,941		221		4.68			23,226		317		5.54
Total interest-bearing liabilities		152,855		1,452		3.82			192,670		2,028		4.27
Noninterest-bearing demand deposits		14,590							18,046
Noninterest-bearing liabilities		945							1,151
Total liabilities		168,390							211,867
Shareholders’ equity		16,737							20,025
Total liabilities and shareholders’ equity		185,127							231,892
Net interest income; interest-rate spread(2)				1,357		2.89	%				1,636		2.66	%
Net earning assets		15,379							21,727
Net interest margin(3)						3.24	%						3.10	%
Average interest-earning assets to interest-bearing liabilities		1.10x							1.11x

(1)	Net of net deferred loan fees and costs and loans in process. Non-accrual loans are reported in non-interest earning assets in this table.
(2)	Interest rate spread represents the difference between the yield on interest earning assets and the cost of interest bearing liabilities.
(3)	Net interest margin represents net interest income, annualized, divided by average interest-earning assets.

Interest income. Total interest income declined by $856,000 to $2.8 million from the same period a year ago. The decrease reflects both a decline in average earning assets of $46.1 million, primarily due to the branch sale, and a 22 basis point decline in the overall yield on earning assets from 6.93% to 6.71%. The yield on loans decreased to 7.15% in the first quarter of 2008 from 7.45% in the first quarter of 2007. These lower rates reflect the decrease in market rates during the past year. The yield on securities available for sale increased to 5.56% from 4.29% during the same period as a result of restructuring the portfolio in the third and fourth quarters of 2007.

Interest expense. Total interest expense declined by $576,000 to $1.5 million year over year. The average rate fell 45 basis points from 4.27% to 3.82%, and the average total interest bearing liabilities declined $39.8 million from $192.7 million to $152.9 million. The decrease in balances was due in part to the branch sale and redemption of the subordinated debt issue in
the third quarter of 2007. The decline in both the rate and volume on certificates of deposit is the result of an ongoing strategy to reduce the level of funding provided by higher cost deposits.

Provision for loan losses. The provision for loan losses totaled $6,500 during the first quarter of 2008, compared to $43,000 in the first quarter of 2007. As discussed above in the “Allowance for loan losses,” our provision for loan losses can be expected to fluctuate from period to period.

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OHIO LEGACY CORP

Noninterest income. Noninterest income decreased by $61,000 during the first quarter of 2008 compared to the first quarter of 2007. Service charge income declined approximately 19.3%, due in part to the sale of the branch in 2007. The gain on the sale of loans held for sale fell by 39.1% as the global mortgage loan market continues to experience significant volatility. Other income declined by $11,800, reflecting decreases in both commissions on official checks and income from real estate owned. These declines were offset in part by a gain on the sale of a property previously held in real estate owned and the mandatory redemption of the Bank’s share of an equity interest in Visa Inc.

Noninterest expense. Total noninterest expense decreased $286,200 to $1.7 million compared to $2.0 million for the prior year quarter. The reductions occurred in nearly every category; the significant changes are described below.

Salary and benefits. The largest portion of the decrease is due to a $231,100 reduction in salary and benefits as a result of the branch sale and the elimination of additional positions in the fourth quarter of 2007.

Professional fees. In the first quarter, professional fees decreased $19,200 as compared to the same period a year ago. In 2007, there were consultant expenses for the development of various cash management services and legal fees related to Other Real Estate.

Franchise tax.The decrease of $13,500 in the most recent quarter was the result of reduced capital from the net losses booked in the third and fourth quarters of 2007.

Other expenses. Other expenses decreased $20,100 in 2008 as compared to the first quarter of 2007. The decrease is primarily due to lower expenses related to properties held in Other Real Estate.

STRATEGIC DEVELOPMENTS

The Company continues to work through the credit turn-around that is in progress. We are by no means pleased with the fact that the Company lost $31,100 in the first quarter, but we are encouraged with a number of metrics from the period: both net interest margin and interest spread improved. As deposit rates continue to “catch up” to loan rates, we believe we should see greater stability in these measures. We see the improvement in noninterest expense as a good start, with more work to do. Our loan growth, in a decidedly difficult market for growth, was also encouraging. We are cautiously optimistic about the performance of our deposit portfolio in the first quarter. While aggressively continuing to reduce interest rates and consistently positioning our rates 25 to 50 basis points under our competition during the quarter, we grew both non-interest and interest bearing deposits over the fourth quarter and the same quarter of 2007. We believe this performance is sustainable and we will endeavor to prove that in the second quarter.

We have previously stated that our mortgage banking operation was launched at a difficult time, and while we have received balance sheet protection from this effort, it has not attained our income goals. This is a direct result of the housing market in Northeastern Ohio, which is dismal. New home starts in our primary markets are at 40 year lows as evidenced by our volumes. In an effort to diversify this business and leverage the investment we’ve made in both personnel and intellectual capital, we have formed a relationship with JMC Marketing Ltd. And Midwest Mortgage Processing, LLC for the purposes of training and recruiting mortgage originators and processing mortgage loans, respectively. The principals of these companies have successfully operated in the mortgage banking environment for several years in Southwestern Ohio and we are excited about the possibilities of this effort. Through this relationship, the Company will operate two mortgage loan production offices in the Dayton and Columbus, Ohio markets. At this time, we have no intention to open full service branches in these markets. Our balance sheet strategy will remain the same; it is the intention of the Company to sell the bulk of the loans originated thorough this arrangement on the secondary market to generate non-interest income. While the company will employ approximately 30 new originators as a result of this effort, these are commissioned positions and will add little overhead expense to the Company. The nature of the agreements has limited our exposure and risk as well as our initial investment.

Our three primary goals remain:

• Transform the balance sheet through low cost deposit growth

• Increase top line revenue

• Improve credit quality

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OHIO LEGACY CORP

The greatest emphasis will be on improving credit quality. Two years into a credit turnaround we are making progress, but it is coming very slowly. We did not experience any material credit losses in the first quarter, nor did we have any material recoveries from the charges taken in 2007. We continue to work the charged-off and written down credits from last year with the goal of achieving significant recoveries in both 2008 and 2009. While these recoveries are not part of our overall income budget, they are essential to restore capital at a faster rate than can be achieved by operating earnings alone. However, assuring no further material deterioration of credit quality is of primary importance and we remain vigilant to ensure this.

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

There have been no material changes in the Company’s contractual obligations since December 31, 2007.

At March 31, 2008, we had no active unconsolidated, related special purpose entities, nor did we engage in derivatives and hedging contracts, such as interest rate swaps, that may expose us to liabilities greater than the amounts recorded on the consolidated balance sheet. Our investment policy prohibits engaging in derivatives contracts for speculative trading purposes; however, we may pursue certain contracts, such as interest rate swaps, in our efforts to execute a sound and defensive interest rate risk management policy.

LIQUIDITY

Liquidity refers to our ability to fund loan demand and customers’ deposit withdrawal needs and to meet other commitments and contingencies. The purpose of liquidity management is to ensure sufficient cash flow to meet all of our financial commitments and to capitalize on opportunities for business expansion in the context of managing the Company’s interest rate risk exposure. This ability depends on our financial strength, asset quality and the types of deposit and loan instruments we offer to our customers.

Our principal sources of funds are deposits, loan and security repayments and maturities, sales of securities, borrowings from the FHLB and capital transactions. Alternative sources of funds include repurchase agreements and brokered CDs and the sale of loans. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan and security prepayments are more influenced by interest rates, general economic conditions and competition. We maintain investments in liquid assets based upon our assessment of our need for funds, our expected deposit flows, yields available on short-term liquid assets and the objectives of our asset/liability management program.

We have implemented a liquidity contingency funding plan that identifies liquidity thresholds and red flags that may provide evidence of impending liquidity crises. Additionally, the liquidity contingency plan details specific actions to be taken by management and the Board of Directors and identifies sources of emergency liquidity, both asset and liability-based, should we encounter a liquidity crisis. We actively monitor liquidity risk and analyze various scenarios that could impact our ability to access emergency funding in conjunction with our asset/liability and interest rate risk management activities.

The balances in cash and cash equivalents increased $7.5 million to $14.6 million at March 31, 2008 compared to year end 2007. Cash and cash equivalents represented 7.7% of total assets at March 31, 2008 and 4.0% of total assets at December 31, 2007. Our increase in cash was due largely to funds borrowed from the Federal Home Loan Bank in anticipation of securities purchases and deposit runoff.

CAPITAL RESOURCES

Total shareholders’ equity was $15.4 million at March 31, 2008, an increase of $108,800 from the prior year-end balance. The increase in equity was due to a $128,700 improvement in the market value of the investment portfolio and $11,200 in stock option expense. These were partially offset by the net loss of ($31,100.)

The Bank is 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

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OHIO LEGACY CORP

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.

Actual and required capital amounts (in thousands) and ratios are presented below at March 31, 2008:

											To Be Well-
											Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital to risk-weighted assets	$	16,142		11.3	%	$	11,476		8.0	%	$	14,345		10.0	%
Tier 1 capital to risk-weighted assets	$	14,514		10.1	%	$	5,738		4.0	%	$	8,607		6.0	%
Tier 1 capital to average assets	$	14,514		7.9	%	$	7,369		4.0	%	$	9,212		5.0	%

The payment of dividends by the Bank to Ohio Legacy and by Ohio Legacy to shareholders is subject to restrictions by regulatory agencies. These restrictions generally limit dividends to the sum of current year’s and the prior two years’ retained earnings, as defined. In addition, dividends may not reduce capital levels below the minimum regulatory requirements as described above. During 2008, the bank could declare dividends without prior approval only after 2008 net profits exceeded $2,738,150.

Item 3. Not applicable for Smaller Reporting Companies.

Item 4. Controls and Procedures

As of March 31, 2008, an evaluation was conducted under the supervision and with the participation of Ohio Legacy Corp’s management, including our Chief Executive Officer and acting Chief Financial Officer of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Based on their evaluation, our Chief Executive Officer and acting Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in Ohio Legacy Corp’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended March 31, 2008, that has materially affected, or is reasonably likely to materially affect, Ohio Legacy’s Corp’s internal control over financial reporting.

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OHIO LEGACY CORP

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

There are no matters required to be reported under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There are no matters required to be reported under this item.

Item 3. Defaults Upon Senior Securities.

There are no matters required to be reported under this item.

Item 4. Submission of Matters to a Vote of Security Holders.

There are no matters required to be reported under this item.

Item 5. Other Information.

There are no matters required to be reported under this item.

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OHIO LEGACY CORP

Item 6. Exhibits.

Exhibit
Number	Note			Description of Document
3.1		(1	)	Second Amended and Restated Articles of Incorporation of Ohio Legacy Corp
3.2		(2	)	Code of Regulations of Ohio Legacy Corp, as amended by Amendment No. 1
4.1		(3	)	See Pages 1 through 9 of Exhibit 3.1 for provisions defining the rights of the holders of common shares
4.2		(3	)	Form of Organizer Stock Purchase Warrant
4.4		(2	)	2004 Amendment to Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan of Ohio Legacy Corp
10.1		(3	)	Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan
10.2		(4	)	2002 Amendment to Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan of Ohio Legacy Corp
10.5		(3	)	Lease Agreement dated August 24, 1999, by and among Jack K. and Heidi M. Gant and Ohio Legacy Corp
10.6		(3	)	Lease Agreement dated November 30, 1999, by and between Schoeppner Properties and Ohio Legacy Corp
10.8		(5	)	Lease Agreement dated October 2001 by and between Shee-Bree’s, L.L.C. and Ohio Legacy Corp
10.10		(6	)	Assignment and assumption of lease by and among Unizan Bank, Ohio Legacy Bank and Chesterland Productions, P.L.L. dated August 27, 2004
10.11		(7	)	Employment Agreement with Mr. Kramer
10.12		(8	)	Change in Control Agreement with Mr. Williams
10.13		(8	)	Change in Control Agreement with Mr. Spradlin
10.14		(8	)	Change in Control Agreement with Mr. Dodds
10.15		(9	)	Loan Processing Agreement dated April 28, 2008 by and between Midwest Mortgage Porcessing, LLC and Ohio Legacy Bank, N.A.
10.16		(9	)	Administrative Services Agreement dated April 28, 2008 by and between JMC Marketing Ltd. And Ohio Legacy Bank, N.A.
10.17				Guaranty dated April 28, 2008 by and between James A. Hinkle, Cheldon Rose, Michael Prall and Ohio Legacy Bank, N.A.
11				Statement Regarding Computation of Per Share Earnings (incorporated by reference to Note 3 on page 9 of the this Form 10-Q)
31.1				Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer and acting Chief Financial Officer
32.1				Certification Pursuant To 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)	— Incorporated by reference to Registrant’s Form 10-QSB for the fiscal quarter ended June 30, 2003, filed on August 14, 2003
(2)	— Incorporated by reference to Registrant’s Form 10-KSB for the fiscal year ended December 31, 2003, filed on March 17, 2004
(3)	— Incorporated by reference to Registrant’s Form SB-2, File No. 333-38328, effective June 1, 2000
(4)	— Incorporated by reference to Registrant’s Form S-8, File No. 333-88842, effective May 22, 2002
(5)	— Incorporated by reference to Registrant’s Form 10-KSB for the fiscal year ended December 31, 2001, filed on April 1, 2002
(6)	— Incorporated by reference to Registrant’s Form 10-KSB for the fiscal year ended December 31, 2004, filed on March 22, 2005
(7)	— Incorporated by reference to Registrant’s Form 8-K filed on May 6, 2005
(8)	— Incorporated by reference to Registrant’s Form 10-K filed on April 7, 2008
(9)	— Confidential treatment has been requested for the redacted portions of this exhibit, and such confidential portions have been omitted and filed separately with the Securities and Exchange Commission.

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OHIO LEGACY CORP

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OHIO LEGACY CORP (Registrant)
Date:May 15, 2008	By:	/s/ D. Michael Kramer
		D. Michael Kramer, President,
		President, Chief Executive Officer and acting Chief Financial Officer

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