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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Quarterly Period Ended
March 31, 2006

Commission File Number 000-50091



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BANCSHARES OF FLORIDA, INC.



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A Florida
Corporation

IRS Employer Identification No. 59-3535315

1185 Immokalee Road

Naples, Florida 34110

(239) 254-2100



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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act).



|                         |  |                      |  |                       
|------------------------ |  | -------------------- |  | ----------------------
|Large accelerated filer ̈ |  | Accelerated filer  x |  | Non-accelerated filer ̈

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

The number of shares outstanding of the Registrants common stock, as of April 30, 2006 was 5,974,282 shares of $.01 par value common stock.



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

Index



|           |  |                                                                                                                               |  |     
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                                               |  | Page
|PART I.    |  | Financial Information                                                                                                         |  |     
|           |  |                                                                                                                              
|Item 1.    |  | Financial Statements (Unaudited)                                                                                              |  |     
|           |  |                                                                                                                              
|           |  | Condensed Consolidated Balance SheetsMarch 31, 2006 and December 31, 2005                                                     |  | 1   
|           |  |                                                                                                                              
|           |  | Condensed Consolidated Statements of Operations -Three months ended March 31, 2006 and 2005                                   |  | 2   
|           |  |                                                                                                                              
|           |  | Condensed Consolidated Statements of Stockholders Equity -Year ended December 31, 2005 and three months ended March 31, 2006 |  | 3   
|           |  |                                                                                                                              
|           |  | Condensed Consolidated Statements of Comprehensive Income (Loss) -Three months ended March 31, 2006 and 2005                  |  | 3   
|           |  |                                                                                                                              
|           |  | Condensed Consolidated Statements of Cash Flows -Three months ended March 31, 2006 and 2005                                   |  | 4   
|           |  |                                                                                                                              
|           |  | Notes to the Condensed Consolidated Financial Statements                                                                      |  | 5   
|           |  |                                                                                                                              
|           |  | Selected Quarterly Consolidated Financial Data                                                                                |  | 14  
|           |  |                                                                                                                              
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                                          |  |     
|           |  |                                                                                                                              
|           |  | Overview                                                                                                                      |  | 15  
|           |  |                                                                                                                              
|           |  | Critical Accounting Policies                                                                                                  |  | 15  
|           |  |                                                                                                                              
|           |  | Discussion of the Three Months Ended March 31, 2006Compared to the Three Months Ended March 31, 2005 and December 31, 2005    |  | 16  
|           |  |                                                                                                                              
|           |  | Liquidity and Capital Resources                                                                                               |  | 23  
|           |  |                                                                                                                              
|Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                                                    |  | 26  
|           |  |                                                                                                                              
|Item 4.    |  | Controls and Procedures                                                                                                       |  | 28  
|           |  |                                                                                                                              
|PART II.   |  | Other Information                                                                                                             |  |     
|           |  |                                                                                                                              
|Item 1.    |  | Legal Proceedings                                                                                                             |  | 29  
|           |  |                                                                                                                              
|Item 6.    |  | Exhibits                                                                                                                      |  | 29  
|           | 
|Signatures |  | 31                                                                                                                           



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2006 and December 31, 2005

(In Thousands, except share and per share data)



|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                  |  | March 31,2006 |         |   | December 31,2005 |  
|                                                                                                                                                                                  |  | (Unaudited)   |         |   |                  |  
|ASSETS                                                                                                                                                                            |  |               |         |   |                  |   |         |  
|Cash and due from banks                                                                                                                                                           |  | $             | 18,058  |   |                  | $ | 18,976  |  
|Interest-bearing deposits due from other banks                                                                                                                                    |  |               | 2,042   |   |                  |   | 2,402   |  
|Federal funds sold                                                                                                                                                                |  |               | 16,220  |   |                  |   | 28,739  |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|TOTAL CASH AND CASH EQUIVALENTS                                                                                                                                                   |  |               | 36,320  |   |                  |   | 50,117  |  
|                                                                                                                                                                                  |  |              
|Securities held to maturity                                                                                                                                                       |  |               | 25      |   |                  |   | 25      |  
|Securities available for sale                                                                                                                                                     |  |               | 18,294  |   |                  |   | 18,597  |  
|Loans held for sale                                                                                                                                                               |  |               | 623     |   |                  |   | 1,323   |  
|                                                                                                                                                                                  |  |              
|Loans held for investment                                                                                                                                                         |  |               | 550,455 |   |                  |   | 486,251 |  
|Less: Allowance for loan losses                                                                                                                                                   |  |               | 5,055   |   |                  |   | 4,603   |  
|Unearned income and deferred loan fees and costs                                                                                                                                  |  |               | 963     |   |                  |   | 852     |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|NET LOANS HELD FOR INVESTMENT                                                                                                                                                     |  |               | 544,437 |   |                  |   | 480,796 |  
|                                                                                                                                                                                  |  |              
|Restricted securities, Federal Home Loan Bank stock, at cost                                                                                                                      |  |               | 1,605   |   |                  |   | 918     |  
|Premises and equipment                                                                                                                                                            |  |               | 6,825   |   |                  |   | 6,716   |  
|Accrued interest receivable                                                                                                                                                       |  |               | 2,525   |   |                  |   | 2,196   |  
|Cash surrender value of life insurance                                                                                                                                            |  |               | 3,150   |   |                  |   | 3,128   |  
|Deferred tax asset                                                                                                                                                                |  |               | 3,774   |   |                  |   | 3,951   |  
|Intangible asset                                                                                                                                                                  |  |               | 915     |   |                  |   | 925     |  
|Other assets                                                                                                                                                                      |  |               | 1,643   |   |                  |   | 1,090   |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|TOTAL ASSETS                                                                                                                                                                      |  | $             | 620,136 |   |                  | $ | 569,782 |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                              |  |               |         |   |                  |   |         |  
|                                                                                                                                                                                  |  |              
|Deposits                                                                                                                                                                          |  | $             | 535,192 |   |                  | $ | 495,080 |  
|Subordinated debt                                                                                                                                                                 |  |               | 11,000  |   |                  |   | 11,000  |  
|Federal home loan bank advances                                                                                                                                                   |  |               | 13,000  |   |                  |   | 3,000   |  
|Accrued interest payable                                                                                                                                                          |  |               | 335     |   |                  |   | 352     |  
|Accrued expenses and other liabilities                                                                                                                                            |  |               | 1,124   |   |                  |   | 1,289   |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|TOTAL LIABILITIES                                                                                                                                                                 |  |               | 560,651 |   |                  |   | 510,721 |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|Stockholders Equity:                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Undesignated Preferred stock, par value $.01 per share, 1.000,000 shares authorized, no shares issued and outstanding at March 31, 2006
and December 31, 2005, respectively       |  |               |        |   |                  |   |        |  
|Common stock, par value $.01 per share, 20,000,000 shares authorized, 5,944,533 and 5,943,783 shares issued and outstanding at March 31,
2006 and December 31, 2005, respectively |  |               | 59      |   |                  |   | 59      |  
|Additional paid-in capital                                                                                                                                                        |  |               | 66,119  |   |                  |   | 66,066  |  
|Accumulated deficit                                                                                                                                                               |  |               | (6,470  | ) |                  |   | (6,870  | )
|Accumulated other comprehensive loss                                                                                                                                              |  |               | (223    | ) |                  |   | (194    | )
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                                        |  |               | 59,485  |   |                  |   | 59,061  |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                        |  | $             | 620,136 |   |                  | $ | 569,782 |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  

See accompanying notes to condensed consolidated financial statements.



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2006 and 2005

(In Thousands, except share and per share data)



|                                                    |  |                              |           |      |   |           |  
|--------------------------------------------------- |  | ---------------------------- | --------- | ---- | - | --------- | -
|                                                    |  | (unaudited)                  |          
|                                                    |  | Three-months ended March 31, |          
|                                                    |  | 2006                         |           | 2005 |  
|INTEREST INCOME                                     |  |                              |           |      |   |           |  
|Interest and fees on loans                          |  | $                            | 9,383     |      | $ | 5,045     |  
|Interest on securities and other                    |  |                              | 213       |      |   | 72        |  
|Interest on federal funds sold                      |  |                              | 349       |      |   | 323       |  
|                                                    |  |                              |           |      |   |           |  
|TOTAL INTEREST INCOME                               |  |                              | 9,945     |      |   | 5,440     |  
|                                                    |  |                              |           |      |   |           |  
|INTEREST EXPENSE                                    |  |                              |           |      |   |           |  
|Interest on deposits                                |  |                              | 3,499     |      |   | 1,788     |  
|Interest on subordinated debt                       |  |                              | 186       |      |   | 32        |  
|Interest on federal home loan bank advances         |  |                              | 42        |      |   |          |  
|                                                    |  |                              |           |      |   |           |  
|TOTAL INTEREST EXPENSE                              |  |                              | 3,727     |      |   | 1,820     |  
|                                                    |  |                              |           |      |   |           |  
|NET INTEREST INCOME                                 |  |                              | 6,218     |      |   | 3,620     |  
|                                                    |  |                             
|PROVISION FOR LOAN LOSSES                           |  |                              | 606       |      |   | 296       |  
|                                                    |  |                              |           |      |   |           |  
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                              | 5,612     |      |   | 3,324     |  
|                                                    |  |                              |           |      |   |           |  
|NONINTEREST INCOME                                  |  |                              |           |      |   |           |  
|Mortgage banking                                    |  |                              | 181       |      |   | 12        |  
|Trust fees                                          |  |                              | 612       |      |   | 323       |  
|Service charges and fees                            |  |                              | 306       |      |   | 363       |  
|                                                    |  |                              |           |      |   |           |  
|TOTAL NONINTEREST INCOME                            |  |                              | 1,099     |      |   | 698       |  
|                                                    |  |                              |           |      |   |           |  
|NONINTEREST EXPENSES                                |  |                              |           |      |   |           |  
|Salaries and employee benefits                      |  |                              | 3,322     |      |   | 2,239     |  
|Occupancy                                           |  |                              | 865       |      |   | 739       |  
|Equipment rental, depreciation and maintenance      |  |                              | 361       |      |   | 257       |  
|Data processing                                     |  |                              | 431       |      |   | 289       |  
|Stationary, postage and office supplies             |  |                              | 129       |      |   | 135       |  
|Professional fees                                   |  |                              | 195       |      |   | 313       |  
|Advertising, marketing and public relations         |  |                              | 226       |      |   | 115       |  
|Other                                               |  |                              | 512       |      |   | 310       |  
|                                                    |  |                              |           |      |   |           |  
|TOTAL NONINTEREST EXPENSES                          |  |                              | 6,041     |      |   | 4,397     |  
|                                                    |  |                              |           |      |   |           |  
|INCOME (LOSS) BEFORE INCOME TAX EXPENSE             |  |                              | 670       |      |   | (375      | )
|                                                    |  |                             
|Income tax expense                                  |  |                              | 270       |      |   |          |  
|                                                    |  |                              |           |      |   |           |  
|NET INCOME (LOSS)                                   |  | $                            | 400       |      | $ | (375      | )
|                                                    |  |                              |           |      |   |           |  
|NET INCOME (LOSS) PER SHARE: BASIC                  |  | $                            | 0.07      |      | $ | (0.09     | )
|                                                    |  |                              |           |      |   |           |  
|NET INCOME (LOSS) PER SHARE: DILUTED                |  | $                            | 0.06      |      | $ | (0.09     | )
|                                                    |  |                              |           |      |   |           |  
|WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC          |  |                              | 5,943,933 |      |   | 4,836,300 |  
|                                                    |  |                              |           |      |   |           |  
|WEIGHTED AVERAGE SHARES OUTSTANDING: DILUTED        |  |                              | 6,213,178 |      |   | 4,836,300 |  
|                                                    |  |                              |           |      |   |           |  
|DIVIDENDS PER SHARE                                 |  | $                            |          |      | $ |          |  
|                                                    |  |                              |           |      |   |           |  

See accompanying notes to condensed consolidated financial statements.



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

For the Year Ended December 31, 2005 and the Three-Months Ended March 31, 2006

(In Thousands, except share and per share data; unaudited)



|                                                                                     |  |                 |   |  |              |        |                          |              |                    |        |   |                              |  |   |        |  |   |         |   |  |   |      |   |  |   |        |  
|------------------------------------------------------------------------------------ |  | --------------- | - |  | ------------ | ------ | ------------------------ | ------------ | ------------------ | ------ | - | ---------------------------- |  | - | ------ |  | - | ------- | - |  | - | ---- | - |  | - | ------ | -
|                                                                                     |  | Preferred Stock |   |  | Common Stock |        | AdditionalPaid-InCapital |              | AccumulatedDeficit |        |   | AccumulatedComprehensiveLoss |  |   | Total  | 
|                                                                                     |  | SharesIssued    |   |  | Amount       |        |                          | SharesIssued |                    | Amount |   |                              |  |  
|Balance, December 31, 2004                                                           |  | 36,097          |   |  | $            | 3,610  |                          |              | 4,835,632          |        | $ | 48                           |  | $ | 49,817 |  | $ | (11,479 | ) |  | $ | (42  | ) |  | $ | 41,954 |  
|Net income                                                                           |  |                |   |  |              |       |                          |              |                   |        |   |                             |  |   |       |  |   | 4,883   |   |  |   |     |   |  |   | 4,883  |  
|Exercise of stock options, warrants & other                                          |  |                |   |  |              |       |                          |              | 27,797             |        |   |                             |  |   | 384    |  |   |        |   |  |   |     |   |  |   | 384    |  
|Adjustments to additional paid-in-capital from stock compensation expense            |  |                |   |  |              |       |                          |              |                   |        |   |                             |  |   | 280    |  |   |        |   |  |   |     |   |  |   | 280    |  
|Common stock issued, net of offering cost of $739                                    |  |                |   |  |              |       |                          |              | 915,000            |        |   | 9                            |  |   | 12,978 |  |   |        |   |  |   |     |   |  |   | 12,987 |  
|Preferred stock dividends paid at a quarterly rate of 0.02 shares of preferred stock |  | 1,251           |   |  |              | 125    |                          |              |                   |        |   |                             |  |   |       |  |   | (125    | ) |  |   |     |   |  |   |       |  
|Preferred stock converted to common at $15.78 per share                              |  | (25,090         | ) |  |              | (2,509 | )                        |              | 165,354            |        |   | 2                            |  |   | 2,607  |  |   | (100    | ) |  |   |     |   |  |   |       |  
|Redemption of preferred stock at $104.00 per share                                   |  | (12,258         | ) |  |              | (1,226 | )                        |              |                   |        |   |                             |  |   |       |  |   | (49     | ) |  |   |     |   |  |   | (1,275 | )
|Changes in fair value on available-for-sale securities, net of tax                   |  |                |   |  |              |       |                          |              |                   |        |   |                             |  |   |       |  |   |        |   |  |   | (152 | ) |  |   | (152   | )
|                                                                                     |  |                 |   |  |              |        |                          |              |                    |        |   |                              |  |   |        |  |   |         |   |  |   |      |   |  |   |        |  
|Balance as of December 31, 2005                                                      |  |                |   |  |              |       |                          |              | 5,943,783          |        |   | 59                           |  |   | 66,066 |  |   | (6,870  | ) |  |   | (194 | ) |  |   | 59,061 |  
|Net income                                                                           |  |                |   |  |              |       |                          |              |                   |        |   |                             |  |   |       |  |   | 400     |   |  |   |     |   |  |   | 400    |  
|Exercise of stock options & warrants                                                 |  |                |   |  |              |       |                          |              | 750                |        |   |                             |  |   | 11     |  |   |        |   |  |   |     |   |  |   | 11     |  
|Adjustments to additional paid-in-capital from stock compensation expense            |  |                |   |  |              |       |                          |              |                   |        |   |                             |  |   | 42     |  |   |        |   |  |   |     |   |  |   | 42     |  
|Changes in fair value on available for sale securities, net of tax                   |  |                |   |  |              |       |                          |              |                   |        |   |                             |  |   |       |  |   |        |   |  |   | (29  | ) |  |   | (29    | )
|                                                                                     |  |                 |   |  |              |        |                          |              |                    |        |   |                              |  |   |        |  |   |         |   |  |   |      |   |  |   |        |  
|Balance, March 31, 2006                                                              |  |                |   |  | $            |       |                          |              | 5,944,533          |        | $ | 59                           |  | $ | 66,119 |  | $ | (6,470  | ) |  | $ | (223 | ) |  | $ | 59,485 |  
|                                                                                     |  |                 |   |  |              |        |                          |              |                    |        |   |                              |  |   |        |  |   |         |   |  |   |      |   |  |   |        |  

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(LOSS)

(In Thousands, unaudited)



|                                                                                              |  |                              |     |   |      |   |      |  
|--------------------------------------------------------------------------------------------- |  | ---------------------------- | --- | - | ---- | - | ---- | -
|                                                                                              |  | Three-months ended March 31, |    
|                                                                                              |  | 2006                         |     |   | 2005 |  
|Net income (loss)                                                                             |  | $                            | 400 |   |      | $ | (375 | )
|Other comprehensive income (loss):                                                            |  |                              |     |   |      |   |      |  
|Unrealized losses on available-for-sale securities:                                           |  |                              |     |   |      |   |      |  
|Unrealized holding losses arising during the Period, net of income tax benefit of $18 in 2006 |  |                              | (29 | ) |      |   | (103 | )
|                                                                                              |  |                              |     |   |      |   |      |  
|Comprehensive income (loss)                                                                   |  | $                            | 371 |   |      | $ | (478 | )
|                                                                                              |  |                              |     |   |      |   |      |  

See accompanying notes to condensed consolidated financial statements.



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three-Months Ended March 31, 2006 and 2005

(In Thousands)



|                                                                                          |  |                              |         |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                          |  | (unaudited)                  |        
|                                                                                          |  | Three-Months Ended March 31, |        
|                                                                                          |  | 2006                         |         |   | 2005 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                      |  |                              |         |   |      |   |         |  
|Net income (loss)                                                                         |  | $                            | 400     |   |      | $ | (375    | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities:  |  |                              |         |   |      |   |         |  
|Depreciation and amortization                                                             |  |                              | 337     |   |      |   | 293     |  
|Provision for loan losses                                                                 |  |                              | 606     |   |      |   | 296     |  
|Accretion of deferred loan fees and costs, net                                            |  |                              | (137    | ) |      |   | (37     | )
|Amortization (accretion) of premiums and discounts on investments, net                    |  |                              | 6       |   |      |   | (2      | )
|Gain on sale of loans held for sale, net                                                  |  |                              | (181    | ) |      |   | (12     | )
|Proceeds from sale of loans held for sale                                                 |  |                              | 36,025  |   |      |   | (4,265  | )
|Originations of loans held for sale                                                       |  |                              | (35,144 | ) |      |   | 4,277   |  
|Amortization of intangible assets                                                         |  |                              | 10      |   |      |   | 10      |  
|Increase in accrued interest receivable                                                   |  |                              | (329    | ) |      |   | (265    | )
|Deferred income tax expense                                                               |  |                              | 270     |   |      |   |        |  
|Increase in bank-owned life insurance                                                     |  |                              | (22     | ) |      |   | (18     | )
|(Increase) Decrease in other assets                                                       |  |                              | (628    | ) |      |   | 50      |  
|Stock compensation expense                                                                |  |                              | 42      |   |      |   | 17      |  
|Decrease in accrued interest payable                                                      |  |                              | (17     | ) |      |   | (1      | )
|(Decrease) increase in accrued expenses and other liabilities                             |  |                              | (165    | ) |      |   | 389     |  
|                                                                                          |  |                              |         |   |      |   |         |  
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                                 |  |                              | 1,073   |   |      |   | 357     |  
|                                                                                          |  |                              |         |   |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                      |  |                              |         |   |      |   |         |  
|Net increase in loans held for investment                                                 |  |                              | (64,110 | ) |      |   | (35,042 | )
|Proceeds from maturing securities and principal payments on available-for-sale securities |  |                              | 250     |   |      |   | 20,228  |  
|Purchase of securities available-for-sale                                                 |  |                              |        |   |      |   | (13,554 | )
|Purchase of FHLB stock, net                                                               |  |                              | (687    | ) |      |   | (59     | )
|Purchase of premises and equipment                                                        |  |                              | (446    | ) |      |   | (360    | )
|                                                                                          |  |                              |         |   |      |   |         |  
|NET CASH USED IN INVESTING ACTIVITIES                                                     |  |                              | (64,993 | ) |      |   | (28,787 | )
|                                                                                          |  |                              |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                      |  |                              |         |   |      |   |         |  
|Net increase in deposits                                                                  |  |                              | 40,112  |   |      |   | 14,310  |  
|Takedown of Advances                                                                      |  |                              | 21,000  |   |      |   | 9,000   |  
|Repayment of Advances                                                                     |  |                              | (11,000 | ) |      |   | (2,000  | )
|Net proceeds from issuance of common stock                                                |  |                              | 11      |   |      |   | 8       |  
|                                                                                          |  |                              |         |   |      |   |         |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                 |  |                              | 50,123  |   |      |   | 21,318  |  
|                                                                                          |  |                              |         |   |      |   |         |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                 |  |                              | (13,797 | ) |      |   | (7,112  | )
|                                                                                          |  |                             
|CASH AND CASH EQUIVALENTS:                                                                |  |                              |         |   |      |   |         |  
|Beginning of period                                                                       |  |                              | 50,117  |   |      |   | 57,897  |  
|                                                                                          |  |                              |         |   |      |   |         |  
|End of period                                                                             |  | $                            | 36,320  |   |      | $ | 50,785  |  
|                                                                                          |  |                              |         |   |      |   |         |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                          |  |                              |         |   |      |   |         |  
|Cash paid during the period for:                                                          |  |                              |         |   |      |   |         |  
|Interest                                                                                  |  | $                            | 9,365   |   |      | $ | 4,9630  |  
|                                                                                          |  |                              |         |   |      |   |         |  
|Noncash Transactions:                                                                     |  |                              |         |   |      |   |         |  
|Unrealized holding (loss) gain on securities available-for-sale                           |  | $                            | (29     | ) |      | $ | (103    | )
|                                                                                          |  |                              |         |   |      |   |         |  
|Increase in preferred stock for dividends paid                                            |  | $                            |        |   |      | $ | 72      |  
|                                                                                          |  |                              |         |   |      |   |         |  
|Tax benefit from exercise of common stock options                                         |  | $                            | 4       |   |      | $ | 3       |  
|                                                                                          |  |                              |         |   |      |   |         |  

See accompanying notes to condensed consolidated financial statements.



4



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE
1Organization and Basis of Presentation

Basis of Presentation:

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments necessary (consisting
of normal recurring adjustments) to present fairly our financial position as of March 31, 2006 and December 31, 2005, and the results of operations and cash flows for the three months ended March 31, 2006 and 2005, and the
stockholders equity for the three and twelve months ended March 31, 2006 and December 31, 2005.

The consolidated financial
statements of Bancshares of Florida, Inc. (the Company) include the accounts of the Company and its wholly-owned subsidiaries, Bank of Florida  Southwest, Bank of Florida, and Bank of Florida  Tampa Bay (collectively, the
Banks), and Bank of Florida Trust Company. All significant intercompany balances and transactions have been eliminated.

The assets under
advice by Bank of Florida Trust Company, as well as the obligations associated with those assets, are not included as part of the consolidated financial statements of the Company.

The accounting and reporting policies of the Company are in conformity with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q, Article 10 of Regulation S-X and prevailing practices within the financial services industry. Accordingly, they do not include all of the footnotes and information required by
accounting principles generally accepted in the United States of America. The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires that we make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expense during the
reporting period. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. The Companys significant accounting policies are described in Note 1 of the
Notes to Consolidated Financial Statements included in its 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission. For interim reporting purposes, the Company follows the same basic accounting policies and considers each
interim period as an integral part of an annual period.

These unaudited condensed consolidated financial statements included herein should
be read in conjunction with the financial statements and related footnotes included in the Companys 2005 Form 10-K. The results of operations for interim periods are not necessarily indicative of the results of operations to be expected for
the fiscal year ending December 31, 2006 or any other interim period.

Reclassifications:

Certain reclassifications have been made to prior period financial statements to conform to the March 31, 2006 financial statement presentation.
These reclassifications only changed the reporting categories but did not affect our results of operations or financial position.

Stock-based
Compensation:

Prior to January 1, 2006, the Companys stock option plans were accounted for under the recognition and
measurement provisions of APB Opinion No. 25 (Opinion 25), Accounting for Stock Issued to Employees, and related interpretations, as permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation (as amended by
SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure) (collectively SFAS 123). No stock-based employee compensation cost was recognized in the Companys Statements of Operations through December 31,
2005, as all options granted to employees under the plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Effective January 1, 2006, the Company adopted the fair value recognition provisions
of FASB Statement No. 123(R), Share-Based Payment (SFAS 123R), using the modified-prospective-transition method. Under that transition method, compensation cost recognized in 2006 includes: (a) compensation cost for all share-based
payments granted prior to, but not yet vested



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

as of January 1, 2006, based on the grant date fair value estimated in accordance with the
original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). As of
December 31, 2005, only 10,551 stock options were not fully vested.

In 2005, the Companys Board of Directors approved the
acceleration of vesting of virtually all outstanding stock options that existed as of December 14, 2005 (the Acceleration). In accordance with SFAS 123, in 2005 the Company expensed the remaining unrecognized compensation cost
associated with the options with accelerated vesting in the pro forma disclosure. These actions were taken in order to avoid expense recognition in future financial statements upon adoption of SFAS 123(R).

As a result of adopting SFAS 123(R) on January 1, 2006, the Companys earnings before income taxes for the three months ended March 31,
2006, was approximately $7,600 lower than if it had continued to be accounted for as share-based compensation under Opinion 25. As of March 31, 2006, the Company had 10,551 nonvested options outstanding and there was $94,860 of total
unrecognized compensation cost related to these nonvested options. This cost is expected to be recognized monthly on a straight-line basis, over the vesting periods, through June 30, 2010.

The following table illustrates the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of
SFAS 123 to options granted under the Companys stock option plan for the three months ended March 31, 2005. For purposes of this pro forma disclosure, the value of the options is estimated using the Black-Scholes option-pricing model and
is being amortized to expense over the options vesting periods. The per share weighted average fair value of stock options granted during the three months ended March 31, 2005 was $7.19 based upon expected volatility of 36%, an expected
life of 7 years, an expected dividend yield of 0% and a risk free interest rate of 3.96%. ($ in thousands, except per share data):



|                                                                                                                                    |  |                                          |       |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ----- | -
|                                                                                                                                    |  | For the three months endedMarch 31, 2005 |      
|Net loss as reported                                                                                                                |  | $                                        | (375  | )
|Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                                          | (373  | )
|                                                                                                                                    |  |                                          |       |  
|Proforma net loss                                                                                                                   |  | $                                        | (748  | )
|                                                                                                                                    |  |                                          |       |  
|Basic and diluted net loss per share as reported                                                                                    |  | $                                        | (0.09 | )
|                                                                                                                                    |  |                                          |       |  
|Basic and diluted proforma net loss per share                                                                                       |  | $                                        | (0.17 | )
|                                                                                                                                    |  |                                          |       |  

The Company has also issued warrants to the Board of Directors of the Company and Board members
and Advisory Board members of the Companys subsidiaries. At March 31, 2006 and December 31, 2005 warrants to purchase 288,190 common shares at an average exercise price of $11.09 were outstanding, of which 265,390 were fully vested.
If, at any time, the holders of these warrants cease to serve as a director of the Company or a Company subsidiary, or an Advisory Board member, the warrants shall immediately expire. Compensation expense totaling $42,200 and $10,000 was recognized
during the three months ended March 31, 2006 and 2005, respectively in connection with certain of these warrants and options.

In
2000, the Company adopted the 1999 Stock Option Plan (the Plan) pursuant to which the Companys board of directors may grant stock options to officers and key employees. The Plan, as amended at the 2005 Annual Shareholders meeting,
authorizes grants of options to purchase no less than 11.5% of outstanding shares. In no event, however, will the number of reserved shares ever exceed 1,000,000 shares. The exercise price of the stock options may not be less than the fair market
value of common stock on the date the option is granted. The Plan provides for the grants of options at the discretion of the Board of Directors or a committee designated by the Board



6



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

of Directors to administer the Plan. Each stock option granted under the Plan has a maximum term of ten
years, subject to earlier termination in the event the participant ceases to be an employee. The stock options vest ratably over a three to five-year periods commencing one year from the date of grant, except as otherwise decided by the Board of
Directors. The Plan will terminate on August 24, 2009.

There were no options granted during the quarter ended March 31, 2006. At
March 31, 2006, there were 201 shares available for grant under the Plan. The following table summarizes information about the stock options outstanding at March 31, 2006:



|                                 |  |                   |         |                                    |                        |                    |   |        
|-------------------------------- |  | ----------------- | ------- | ---------------------------------- | ---------------------- | ------------------ | - | -------
|Range of Exercise Prices         |  | NumberOutstanding |         | Remaining Contractual Life (years) |                        | OptionsExercisable
|$10.00 - $12.94                  |  |                   | 274,853 |                                    | 6.0                    |                    |   | 274,853
|$13.00 - $15.90                  |  |                   | 121,740 |                                    | 8.4                    |                    |   | 121,740
|$16.01 - $18.30                  |  |                   | 119,650 |                                    | 8.6                    |                    |   | 114,650
|$19.83 - $23.10                  |  |                   | 138,046 |                                    | 9.7                    |                    |   | 132,495
|                                 |  |                   |         |                                    |                        |                    |   |        
|Total                            |  |                   | 654,289 |                                    | 7.7                    |                    |   | 643,738
|                                 |  |                   |         |                                    |                        |                    |   |        
|Weighted Average Per Share Price |  | $                 | 15.01   |                                    | Aggregate Option Price |                    | $ | 9,821  
|                                 |  |                   |         |                                    |                        |                    |   |        

Recent Accounting Pronouncements:

In March 2006, the FASB issued FASB Statement No. 156, Accounting for Servicing of Financial Assets,(FAS 156) which
amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This Statement addresses the recognition and measurement of separately recognized servicing assets
and liabilities, such as those common with mortgage securitization activities, and provides an approach to simplify efforts to obtain hedge-like accounting. It also clarifies when an obligation to service financial assets should be separately
recognized as a servicing asset or servicing liability and requires that those separately recognized assets or liabilities be initially measured at fair value, if practicable. FAS 156 permits an entity to choose either the amortization method or the
fair value method for subsequent measurement and also permits a servicer that uses derivative financial instruments to offset risks on servicing to report both the derivative financial instrument and related servicing asset or liability by using a
consistent measurement attribute  fair value. This statement shall be effective for all separately recognized servicing assets and liabilities acquired or issued after the beginning of an entitys first fiscal year beginning after
September 15, 2006, with early adoption permitted. Management believes this Statement will not have a material effect on the Companys consolidated financial statements.

In February 2006, the FASB issued FASB Statement No. 155, Accounting for Hybrid Financial Instruments  an amendment of FASB Statements No. 133 and 140.This statement amends FASB
Statements No. 133, Accounting for Derivative Instruments and Hedging Activities (FAS 133), and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities (FAS 140). This Statement allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account
for the whole instrument on a fair value basis. It also clarifies which interest-only strips and principal-only strips are not subject to the requirements of FAS 133; establishes a requirement to evaluate interests in securitized financial assets to
identify interest that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; clarifies that concentrations of credit risk in the form of subordination are not embedded
derivatives; and, amends FAS 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This
statement shall be effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year beginning after September 15, 2006. Management believes this Statement will not have a material effect on
the Companys consolidated financial statements.



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

In May 2005, the FASB issued FASB Statement No. 154, Accounting Changes
and Error Corrections-a replacement of APB Opinion 20 and FASB Statement 3. This Statement provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes, unless impracticable,
retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to the newly adopted accounting principle. This statement also provides guidance for
determining whether retrospective application of a change is impracticable and for reporting a change when retrospective application is impracticable. This statement was effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. This Statement did not have a material effect on the Companys consolidated financial statements.

In December 2004, the FASB issued FASB Statement No. 153, Exchanges of Nonmonetary Assets  an Amendment to APB opinion No. 29. This Statement addresses the measurement of exchanges of nonmonetary assets.
The Statement was effective for fiscal periods beginning after June 15, 2005. This Statement did not have a material effect on the Companys consolidated financial statements.

Income (Loss) Per Common Share:

Basic income (loss) per share represents net income (loss) available
to common shareholders minus preferred stock dividends divided by the weighted-average number of common shares outstanding during the year. Dilutive income per share is computed based on the weighted-average number of common shares outstanding
plus the effect of stock options and warrants outstanding computed using the treasury stock method. Because the Company reported net losses in 2005, all potentially dilutive securities were anti-dilutive and basic and diluted loss per share were the
same in that period. At March 31, 2005, there were 484,875 common stock options and 290,523 warrants, respectively, that were anti-dilutive and therefore not included in the calculation above.

Components used in computing income (loss) per share for the three months ended March 31, 2006 and 2005, are summarized as follows ($ in thousands,
except share data):



|                                                         |  |                                      |     |                                   |           |                  |   |         |  |   |                                   |   |              |           |  |   |       |  
|-------------------------------------------------------- |  | ------------------------------------ | --- | --------------------------------- | --------- | ---------------- | - | ------- |  | - | --------------------------------- | - | ------------ | --------- |  | - | ----- | -
|                                                         |  | For the three months ended March 31, |    
|                                                         |  | 2006                                 |     | 2005                              |          
|                                                         |  | NetIncome                            |     | Weighted-AverageSharesOutstanding |           | EarningsPerShare |   | NetLoss |  |   | Weighted-AverageSharesOutstanding |   | LossPerShare |          
|Net income (loss)                                        |  | $                                    | 400 |                                   |           |                  |   |         |  | $ | (375                              | ) |              |           |  |   |       |  
|Less preferred stock dividends                           |  |                                      |    |                                   |           |                  |   |         |  |   | (72                               | ) |              |           |  |   |       |  
|                                                         |  |                                      |     |                                   |           |                  |   |         |  |   |                                   |   |              |           |  |   |       |  
|Income (loss) available to common shareholders - basic   |  |                                      | 400 |                                   | 5,943,933 |                  | $ | 0.07    |  |   | (447                              | ) |              | 4,836,300 |  | $ | (0.09 | )
|Dilutive effect of stock options outstanding             |  |                                      |     |                                   | 182,592   |                  |   |        |  |   |                                   |   |              |          |  |   |       |  
|Dilutive effect of warrants outstanding                  |  |                                      |     |                                   | 86,653    |                  |   |        |  |   |                                   |   |              |          |  |   |       |  
|                                                         |  |                                      |     |                                   |           |                  |   |         |  |   |                                   |   |              |           |  |   |       |  
|Income (loss) available to common shareholders  diluted |  | $                                    | 400 |                                   | 6,213,178 |                  | $ | 0.06    |  | $ | (447                              | ) |              | 4,836,300 |  | $ | (0.09 | )
|                                                         |  |                                      |     |                                   |           |                  |   |         |  |   |                                   |   |              |           |  |   |       |  



8



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

NOTE 2Segment Information

The Company has five reportable segments: Bank of Florida - Southwest, based in Naples, Florida; Bank of Florida, based in Fort Lauderdale, Florida; Bank
of Florida - Tampa Bay, based in Tampa, Florida; Bank of Florida Trust Company, based in Naples, Florida; and Bancshares of Florida, Inc., the parent corporation. The following presents financial information of reportable segments as of and for the
three-month periods ended March 31, 2006 and 2005 and December 31, 2005. The Other column includes executive management and finance and accounting expense; expense for acquisitions, capital-raising, shareholder/investor
relations, and various professional services; and entries necessary to reconcile the identified segments to the reported consolidated amounts. When performance of these segments is reported in the text of Managements Discussion and Analysis of
Financial Condition and Results of Operations and in similar texts, figures are stated before the latter eliminating entries (In thousands).



|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|----------------------------------- |  | ------------------------- | ------- | - | ----------------------------- | - | ------- | ------------------------ |  | - | -------------------------- | - |  | ----- | ------- | - | -------------------------------------- | - | ------- | - |  | - | ------- | -
|For the Three Months Ended:         |  | Bank ofFlorida -Southwest |         |   | Bank ofFlorida, Ft.Lauderdale |   |         | Bank ofFlorida -TampaBay |  |   | Bank ofFloridaTrustCompany |   |  | Other |         |   | Bancsharesof Florida,Inc.-Consolidated |  
|March 31, 2006                      |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Net interest income                 |  | $                         | 2,865   |   |                               | $ | 2,671   |                          |  | $ | 644                        |   |  | $     | 19      |   |                                        | $ | 19      |   |  | $ | 6,218   |  
|Provision for loan losses           |  |                           | 235     |   |                               |   | 259     |                          |  |   | 112                        |   |  |       |        |   |                                        |   |        |   |  |   | 606     |  
|Noninterest income                  |  |                           | 298     |   |                               |   | 163     |                          |  |   | 26                         |   |  |       | 612     |   |                                        |   |        |   |  |   | 1,099   |  
|Noninterest expense                 |  |                           | 1,416   |   |                               |   | 1,690   |                          |  |   | 574                        |   |  |       | 503     |   |                                        |   | 1,858   |   |  |   | 6,041   |  
|Holding company servicing costs     |  |                           | 608     |   |                               |   | 424     |                          |  |   | 147                        |   |  |       | 25      |   |                                        |   | (1,204  | ) |  |   |        |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Net income (loss) before income tax |  |                           | 904     |   |                               |   | 461     |                          |  |   | (163                       | ) |  |       | 103     |   |                                        |   | (635    | ) |  |   | 670     |  
|Income tax expense (benefit)        |  |                           | 342     |   |                               |   | 177     |                          |  |   | (59                        | ) |  |       | 41      |   |                                        |   | (231    | ) |  |   | 270     |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Net income (loss)                   |  | $                         | 562     |   |                               | $ | 284     |                          |  | $ | (104                       | ) |  | $     | 62      |   |                                        | $ | (404    | ) |  | $ | 400     |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|End of period assets                |  | $                         | 309,549 |   |                               | $ | 232,978 |                          |  | $ | 75,777                     |   |  | $     | 2,746   |   |                                        | $ | (914    | ) |  | $ | 620,136 |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Assets under advice                 |  | $                         |        |   |                               | $ |        |                          |  | $ |                           |   |  | $     | 409,092 |   |                                        | $ |        |   |  | $ | 409,092 |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|December 31, 2005                   |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Net interest income                 |  | $                         | 2,773   |   |                               | $ | 2,394   |                          |  | $ | 578                        |   |  | $     | 18      |   |                                        | $ | 17      |   |  | $ | 5,780   |  
|Provision for loan losses           |  |                           | 348     |   |                               |   | 175     |                          |  |   | 71                         |   |  |       |        |   |                                        |   |        |   |  |   | 594     |  
|Noninterest income                  |  |                           | 201     |   |                               |   | 179     |                          |  |   | 41                         |   |  |       | 457     |   |                                        |   |        |   |  |   | 878     |  
|Noninterest expense                 |  |                           | 1,265   |   |                               |   | 1,480   |                          |  |   | 501                        |   |  |       | 363     |   |                                        |   | 1,839   |   |  |   | 5,448   |  
|Holding company servicing costs     |  |                           | 479     |   |                               |   | 233     |                          |  |   | 68                         |   |  |       | 21      |   |                                        |   | (801    | ) |  |   |        |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Net income (loss) before income tax |  |                           | 882     |   |                               |   | 685     |                          |  |   | (21                        | ) |  |       | 91      |   |                                        |   | (1,021  | ) |  |   | 616     |  
|Income tax expense (benefit)        |  |                           | (966    | ) |                               |   | (1,109  | )                        |  |   | (423                       | ) |  |       | (255    | ) |                                        |   | (975    | ) |  |   | (3,728  | )
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Net income (loss)                   |  | $                         | 1,848   |   |                               | $ | 1,794   |                          |  | $ | 402                        |   |  | $     | 346     |   |                                        | $ | (46     | ) |  | $ | 4,344   |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|End of period assets                |  | $                         | 304,156 |   |                               | $ | 211,542 |                          |  | $ | 64,488                     |   |  | $     | 2,787   |   |                                        | $ | (13,191 | ) |  | $ | 569,782 |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Assets under advice                 |  | $                         |        |   |                               | $ |        |                          |  | $ |                           |   |  | $     | 390,002 |   |                                        | $ |        |   |  | $ | 390,002 |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|March 31, 2005                      |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Net interest income                 |  | $                         | 1,927   |   |                               | $ | 1,437   |                          |  | $ | 240                        |   |  | $     | 16      |   |                                        | $ |        |   |  | $ | 3,620   |  
|Provision for loan losses           |  |                           | 145     |   |                               |   |        |                          |  |   | 151                        |   |  |       |        |   |                                        |   |        |   |  |   | 296     |  
|Noninterest income                  |  |                           | 270     |   |                               |   | 102     |                          |  |   | 3                          |   |  |       | 323     |   |                                        |   |        |   |  |   | 698     |  
|Noninterest expense                 |  |                           | 1,078   |   |                               |   | 1,189   |                          |  |   | 437                        |   |  |       | 317     |   |                                        |   | 1,376   |   |  |   | 4,397   |  
|Holding company servicing costs     |  |                           | 469     |   |                               |   | 225     |                          |  |   | 63                         |   |  |       | 21      |   |                                        |   | (778    | ) |  |   |        |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Net income (loss) before income tax |  |                           | 505     |   |                               |   | 125     |                          |  |   | (408                       | ) |  |       | 1       |   |                                        |   | (598    | ) |  |   | (375    | )
|Income tax expense (benefit)        |  |                           |        |   |                               |   |        |                          |  |   |                           |   |  |       |        |   |                                        |   |        |   |  |   |        |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Net income (loss)                   |  | $                         | 505     |   |                               | $ | 125     |                          |  | $ | (408                       | ) |  | $     | 1       |   |                                        | $ | (598    | ) |  | $ | (375    | )
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|End of period assets                |  | $                         | 250,073 |   |                               | $ | 168,157 |                          |  | $ | 44,291                     |   |  | $     | 2,313   |   |                                        | $ | (22,781 | ) |  | $ | 442,053 |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  
|Assets under advice                 |  | $                         |        |   |                               | $ |        |                          |  | $ |                           |   |  | $     | 200,139 |   |                                        | $ |        |   |  | $ | 200,139 |  
|                                    |  |                           |         |   |                               |   |         |                          |  |   |                            |   |  |       |         |   |                                        |   |         |   |  |   |         |  



9



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

NOTE 3Securities

The amortized cost, gross unrealized gains and losses and estimated fair value of securities available for sale shown in the condensed consolidated
balance sheets of the Company at March 31, 2006 and December 31, 2005 are as follows (In Thousands):



|                                                           |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|---------------------------------------------------------- |  | ------------- | ------ | ---------------- | ------ | - | ------------------- | - | ---- | - |  | - | ------
|                                                           |  | AMORTIZEDCOST |        | GROSS UNREALIZED |        |   | ESTIMATEDFAIR VALUE
|                                                           |  |               | GAINS  |                  | LOSSES |   |                    
|March 31, 2006                                             |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|Available for sale securities:                             |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|Mortgage-backed securities                                 |  | $             | 4,572  |                  | $      |  |                     | $ | (149 | ) |  | $ | 4,423 
|U.S. Treasury securities and other U.S. agency obligations |  |               | 14,029 |                  |        | 2 |                     |   | (211 | ) |  |   | 13,820
|Independent Bankers Bank stock                             |  |               | 51     |                  |        |  |                     |   |     |   |  |   | 51    
|                                                           |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|Total Securities available for sale                        |  | $             | 18,652 |                  | $      | 2 |                     | $ | (360 | ) |  | $ | 18,294
|                                                           |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|Securities held to maturity  Other Bonds                  |  | $             | 25     |                  | $      |  |                     | $ |     |   |  | $ | 25    
|                                                           |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|Total Securities                                           |  | $             | 18,677 |                  | $      | 2 |                     | $ | (360 | ) |  | $ | 18,319
|                                                           |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|                                                           |  |               |       
|                                                           |  | AMORTIZEDCOST |        | GROSS UNREALIZED |        |   | ESTIMATEDFAIR VALUE
|                                                           |  |               | GAINS  |                  | LOSSES |   |                    
|December 31, 2005                                          |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|Available for sale securities:                             |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|Mortgage-backed securities                                 |  | $             | 4,827  |                  | $      |  |                     | $ | (132 | ) |  | $ | 4,695 
|U.S. Treasury securities and other U.S. agency obligations |  |               | 14,030 |                  |        | 3 |                     |   | (182 | ) |  |   | 13,851
|Independent Bankers Bank stock                             |  |               | 51     |                  |        |  |                     |   |     |   |  |   | 51    
|                                                           |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|Totals                                                     |  | $             | 18,908 |                  | $      | 3 |                     | $ | (314 | ) |  | $ | 18,597
|                                                           |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|Securities held to maturity  Other Bonds                  |  | $             | 25     |                  | $      |  |                     | $ |     |   |  | $ | 25    
|                                                           |  |               |        |                  |        |   |                     |   |      |   |  |   |       
|Total Securities                                           |  | $             | 18,933 |                  | $      | 3 |                     | $ | (314 | ) |  | $ | 18,622
|                                                           |  |               |        |                  |        |   |                     |   |      |   |  |   |       

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis,
and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term
prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

The unrealized losses on investment securities available for sale were caused by interest rate changes. It is expected that the securities would not
be settled at a price less than the par value of the investments. Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Banks have the ability and intent to hold these investments
until a market price recovery or maturity, these investments are not considered other-than-temporarily impaired.



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

NOTE 3Securities (contd)

Information pertaining to securities with gross unrealized losses at March 31, 2006, aggregated by investment category and length of time that
individual securities have been in a continuous loss position, is as follows:



|                                                           |  |                         |   |                    |   |                       |  |   |            |   |  |   |       
|---------------------------------------------------------- |  | ----------------------- | - | ------------------ | - | --------------------- |  | - | ---------- | - |  | - | ------
|                                                           |  | Less Than Twelve Months |   | Over Twelve Months
|                                                           |  | GrossUnrealizedLosses   |   | Fair Value         |   | GrossUnrealizedLosses |  |   | Fair Value
|                                                           |  | (In Thousands)         
|Securities available for sale:                             |  |                         |   |                    |   |                       |  |   |            |   |  |   |       
|Mortgage-backed securities of U.S. government agencies     |  | $                       |  |                    | $ |                      |  | $ | (149       | ) |  | $ | 4,422 
|U.S. Treasury securities and other U.S. agency obligations |  |                         |  |                    |   |                      |  |   | (211       | ) |  |   | 13,794
|                                                           |  |                         |   |                    |   |                       |  |   |            |   |  |   |       
|Total securities available for sale                        |  | $                       |  |                    | $ |                      |  | $ | (360       | ) |  | $ | 18,216
|                                                           |  |                         |   |                    |   |                       |  |   |            |   |  |   |       

NOTE 4Loans

The following table sets forth the composition of the loan portfolio at March 31, 2006 and December 31, 2005 (In thousands).



|                                                     |  |               |         |   |                  |   |         |  
|---------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                     |  | March 31,2006 |         |   | December 31,2005 |  
|Real estate:                                         |  |               |         |   |                  |   |         |  
|Commercial real estate                               |  | $             | 211,664 |   |                  | $ | 180,039 |  
|Real estate - construction                           |  |               | 166,654 |   |                  |   | 141,534 |  
|One-to-four family residential                       |  |               | 64,825  |   |                  |   | 64,805  |  
|Multi-family                                         |  |               | 20,142  |   |                  |   | 25,255  |  
|                                                     |  |               |         |   |                  |   |         |  
|Total Real Estate Loans                              |  |               | 463,285 |   |                  |   | 411,633 |  
|Commercial Loans                                     |  |               | 52,698  |   |                  |   | 36,834  |  
|Lines of credit                                      |  |               | 23,967  |   |                  |   | 26,393  |  
|Consumer loans                                       |  |               | 10,505  |   |                  |   | 11,391  |  
|                                                     |  |               |         |   |                  |   |         |  
|Total Gross loans held for investment                |  |               | 550,455 |   |                  |   | 486,251 |  
|Less: allowance for loan losses                      |  |               | (5,055  | ) |                  |   | (4,603  | )
|Less: unamortized loan (fees) costs, net             |  |               | (963    | ) |                  |   | (852    | )
|                                                     |  |               |         |   |                  |   |         |  
|Total loans held for investment, net                 |  | $             | 544,437 |   |                  | $ | 480,796 |  
|                                                     |  |               |         |   |                  |   |         |  
|Residential one-to-four family  loans held for sale |  | $             | 623     |   |                  | $ | 1,323   |  
|                                                     |  |               |         |   |                  |   |         |  

At March 31, 2006, the Company had two loans totaling $1.1 million which were classified as
impaired under SFAS 114. A loan is considered impaired when, based on current information and events; it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific
impairment on loans in this category is calculated based on the present value of expected future cash flows discounted at the loans effective interest rate, or for collateral-dependent loans, at the fair value of the collateral. A specific
allowance was not required on these loans as no loss is expected. At December 31, 2005, the Company had one loan totaling $500,000 which was classified as impaired under SFAS No. 114. The average recorded investment in impaired loans
during the three months ended March 31, 2006 was $692,000. The amount of the interest recognized on impaired loans during the three month period was not significant.

At March 31, 2006 and December 31, 2005, the Company had non-accrual loans with a balance of $45,000 and $321,000, respectively. There were no loans past due 90 days or more and still accruing interest at
March 31, 2006 and December 31, 2005, respectively.



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

The following table represents the activity in the allowance for loan losses during the
three months ended March 31, 2006 and 2005 (In thousands).



|                          |  |           |       |   |      |   |      
|------------------------- |  | --------- | ----- | - | ---- | - | -----
|                          |  | March 31,
|                          |  | 2006      |       |   | 2005
|Beginning balance         |  | $         | 4,603 |   |      | $ | 2,817
|Provision for loan losses |  |           | 606   |   |      |   | 296  
|Charge-offs               |  |           | (154  | ) |      |   |     
|Recoveries                |  |           |      |   |      |   |     
|                          |  |           |       |   |      |   |      
|Ending balance            |  | $         | 5,055 |   |      | $ | 3,113
|                          |  |           |       |   |      |   |      

NOTE 5Intangible Asset

Intangible assets subject to amortization includes a market value adjustment related to the acquisition of Bank of Florida  Tampa Bay on July 27, 2004. On that date, the Company acquired 100% ownership of
Bank of Florida  Tampa Bay (In Organization) that had not yet been incorporated or commenced its planned principal operations. The Company does not believe this acquisition was a business combination pursuant to the provisions of SFAS
No. 141, Accounting for Business Combinations, but rather an acquisition of net assets. Accordingly, the excess of fair value of the liabilities assumed over the fair value of the assets acquired of $974,000 was allocated to an
amortizable identifiable intangible. The balance of the intangible asset was $915,000 ($974,000 gross carrying amount less $59,000 accumulated amortization) and $925,000 ($974,000 gross carrying amount less $49,000 accumulated amortization) at
March 31, 2006 and December 31, 2005, respectively. This intangible is being amortized on a straight-line basis over 25 years. The estimated amortization expense for each of the five succeeding years ending December 31stis $38,955 per year.

NOTE
6Subordinated Debt

On October 7, 2005, Bank of Florida, Ft. Lauderdale, issued $3.0 million in subordinated debt with a
maturity of December 15, 2015. Interest is payable quarterly in arrears, commencing December 15, 2005, at a rate of 1.9% over the quarterly adjustable three-month LIBOR rate. The interest rate at March 31, 2006 was 6.60%. Upon the
occurrence and continuation of a Tax Event (a Special Event), Bank of Florida may prepay the debt at its option (and with the approval of its regulators, if necessary), in whole or in part, without penalty, at par through
December 15, 2010. After that date, Bank of Florida may prepay the debt at its option (and with the approval of its regulators, if necessary), in whole or in part, without penalty, at par, irrespective of the occurrence of a Special
Event. The subordinated debt issued qualifies as Tier II capital for regulatory risk-based capital guidelines for the Company and its Bank of Florida, Ft. Lauderdale subsidiary.

On September 30, 2005, Bank of Florida, Ft. Lauderdale, issued $3.0 million in subordinated debt with a maturity of December 15, 2011. Interest
is payable quarterly in arrears, commencing December 15, 2005, at a rate of two and one-half percent over the quarterly adjustable three-month LIBOR rate. The interest rate at March 31, 2006 was 7.41%. Bank of Florida may prepay the debt
at its option (and with the approval of its regulators, if necessary), in whole or in part, without penalty, at par after December 15, 2006. The subordinated debt issued qualifies as Tier II capital for regulatory risk-based capital guidelines
for the Company and its Bank of Florida, Ft. Lauderdale subsidiary.

On August 5, 2005, Bank of Florida  Southwest issued $5.0
million in junior subordinated debt with a maturity of October 7, 2015. Interest is payable quarterly in arrears, commencing October 7, 2005, at a rate of two percent over the quarterly adjustable three-month LIBOR rate. The interest rate
at March 31, 2006 was 6.81%. Upon the occurrence and continuation of a Tax Event (a Special Event), Bank of Florida  Southwest may prepay the debt at its option (and with the approval of its regulators, if necessary) in whole
at a redemption price of 105% of par plus accrued interest during the first five years. Bank of Florida - Southwest will also have the right to repay this debt security at par, anytime on or after October 7, 2010. The subordinated debt issued
qualifies as Tier II capital for regulatory risk-based capital guidelines for the Company and its Bank of Florida - Southwest subsidiary.



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##### Table of Contents

BANCSHARES OF FLORIDA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

NOTE 7Federal Home Loan Bank Advances

At March 31, 2006, the Company had $13.0 million in advances from the Federal Home Loan Bank (FHLB), at an average rate of 4.90%, with varying
maturities. The Company had $3.0 million in FHLB advances at December 31, 2005 at a rate of 4.26%, maturing on June 24, 2008. At March 31, 2006 and December 31, 2005, the Company had an unused credit line with the FHLB of $28.4
million and $32.1 million, respectively. Borrowings from the FHLB may be either on a fixed or variable rate basis. These borrowings are collateralized by the Companys FHLB stock and a blanket lien on one-to-four family residential loans and
certain loans secured by multifamily dwellings for Bank of Florida  Southwest and Bank of Florida, in Ft. Lauderdale totaling $27.2 million and $14.2 million, respectively, as of March 31, 2006. The following table provides the amount,
interest rate and maturity of outstanding FHLB advances at March 31, 2006 and December 31, 2005, respectively ($ in thousands).



|                                  |  |                   |        |      |                      |   |        |   |       |  |      |  
|--------------------------------- |  | ----------------- | ------ | ---- | -------------------- | - | ------ | - | ----- |  | ---- | -
|                                  |  | At March 31, 2006 |        |      | At December 31, 2005 |  
|                                  |  | Amount            |        | Rate |                      |   | Amount |   | Rate  | 
|Fixed Rate; Matures June 24, 2008 |  | $                 | 3,000  |      | 4.26                 | % |        | $ | 3,000 |  | 4.26 | %
|Variable Rate; Daily Maturity     |  |                   | 2,000  |      | 5.09                 |   |        |   |      |  |     |  
|Variable Rate; Daily Maturity     |  |                   | 8,000  |      | 5.09                 |   |        |   |      |  |     |  
|                                  |  |                   |        |      |                      |   |        |   |       |  |      |  
|Total FHLB Advances               |  | $                 | 13,000 |      | 4.90                 |   |        | $ | 3,000 |  | 4.26 |  
|                                  |  |                   |        |      |                      |   |        |   |       |  |      |  

NOTE 8Proposed Merger and Acquisition

On March 7, 2006 the Company announced the execution of a definitive agreement with Bristol Bank, a $93 million-asset bank based in Coral Gables,
Florida, by which Bancshares of Florida, Inc. will acquire Bristol Bank by merging it into Bank of Florida, Ft. Lauderdale, a wholly owned subsidiary of Bancshares of Florida, Inc. Under the terms of the definitive agreement, Bristols
shareholders will receive $20.9 million, of which 70% will be paid in Bancshares common stock and 30% in cash. This equates to approximately 2.07 times Bristols book value at December 31, 2005. The merger is subject to customary closing
conditions, including approval from Bristol Bank shareholders and banking regulators.



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SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA



|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|------------------------------------------------------------- |  | ---------------------------------------------- | --------- | - | ------------- | - | --------- | ------------- |  | - | ------------ | - |  | ------------- | --------- | - |  | - | --------- | --
|                                                              |  | Quarter Ended                                  |          
|                                                              |  | March 31,2006                                  |           |   | Dec. 31, 2005 |   |           | Sept. 30,2005 |  |   | June 30,2005 |   |  | March 31,2005 |          
|                                                              |  | (Dollars In Thousands, except per share data.) |          
|Statement of Operations Data:                                 |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Total interest income                                         |  | $                                              | 9,945     |   |               | $ | 8,820     |               |  | $ | 7,560        |   |  | $             | 6,671     |   |  | $ | 5,440     |   
|Total interest expense                                        |  |                                                | 3,727     |   |               |   | 3,040     |               |  |   | 2,371        |   |  |               | 2,117     |   |  |   | 1,820     |   
|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Net interest income before provision for loan losses          |  |                                                | 6,218     |   |               |   | 5,780     |               |  |   | 5,189        |   |  |               | 4,554     |   |  |   | 3,620     |   
|Provision for loan losses                                     |  |                                                | 606       |   |               |   | 594       |               |  |   | 614          |   |  |               | 399       |   |  |   | 296       |   
|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Net interest income after provision for loan losses           |  |                                                | 5,612     |   |               |   | 5,186     |               |  |   | 4,575        |   |  |               | 4,155     |   |  |   | 3,324     |   
|Noninterest income                                            |  |                                                | 1,099     |   |               |   | 878       |               |  |   | 865          |   |  |               | 819       |   |  |   | 698       |   
|Noninterest expense                                           |  |                                                | 6,041     |   |               |   | 5,448     |               |  |   | 4,853        |   |  |               | 4,647     |   |  |   | 4,397     |   
|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Net income (loss) before tax                                  |  |                                                | 670       |   |               |   | 616       |               |  |   | 587          |   |  |               | 327       |   |  |   | (375      | ) 
|Income tax expense (benefit)                                  |  |                                                | 270       |   |               |   | (3,728    | )             |  |   |             |   |  |               |          |   |  |   |          |   
|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Net income (loss)                                             |  | $                                              | 400       |   |               |   | 4,344     |               |  |   | 587          |   |  |               | 327       |   |  |   | (375      | ) 
|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Share Data:                                                   |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Basic income (loss) per share                                 |  | $                                              | 0.07      |   |               | $ | 0.73      |               |  | $ | 0.10         |   |  | $             | 0.02      |   |  | $ | (0.09     | ) 
|Diluted income (loss) per share                               |  |                                                | 0.06      |   |               |   | 0.70      |               |  |   | 0.10         |   |  |               | 0.02      |   |  |   | (0.09     | ) 
|Book value per common share (period end)                      |  |                                                | 10.01     |   |               |   | 9.94      |               |  |   | 9.17         |   |  |               | 9.07      |   |  |   | 7.82      |   
|Weighted-average shares outstanding - basic                   |  |                                                | 5,943,933 |   |               |   | 5,923,862 |               |  |   | 5,917,630    |   |  |               | 5,686,208 |   |  |   | 4,836,300 |   
|Weighted-average shares outstanding - diluted                 |  |                                                | 6,213,178 |   |               |   | 6,224,724 |               |  |   | 6,168,208    |   |  |               | 5,836,987 |   |  |   | 4,836,300 |   
|Total shares outstanding                                      |  |                                                | 5,944,533 |   |               |   | 5,943,783 |               |  |   | 5,919,385    |   |  |               | 5,916,685 |   |  |   | 4,836,331 |   
|                                                              |  |                                                |           |   |              
|Balance Sheet Data:                                           |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Total assets                                                  |  | $                                              | 620,136   |   |               | $ | 569,782   |               |  | $ | 518,083      |   |  | $             | 504,727   |   |  | $ | 442,053   |   
|Total cash and cash equivalents                               |  |                                                | 36,320    |   |               |   | 50,117    |               |  |   | 43,081       |   |  |               | 80,358    |   |  |   | 50,785    |   
|Interest-earning assets                                       |  |                                                | 588,641   |   |               |   | 538,255   |               |  |   | 494,945      |   |  |               | 476,863   |   |  |   | 416,322   |   
|Investment securities                                         |  |                                                | 18,319    |   |               |   | 18,622    |               |  |   | 19,094       |   |  |               | 19,520    |   |  |   | 19,170    |   
|Loans                                                         |  |                                                | 551,078   |   |               |   | 487,574   |               |  |   | 445,494      |   |  |               | 394,210   |   |  |   | 361,168   |   
|Allowance for loan losses                                     |  |                                                | 5,055     |   |               |   | 4,603     |               |  |   | 4,084        |   |  |               | 3,513     |   |  |   | 3,113     |   
|Deposit accounts                                              |  |                                                | 535,192   |   |               |   | 495,080   |               |  |   | 443,308      |   |  |               | 444,762   |   |  |   | 390,374   |   
|Other borrowings                                              |  |                                                | 24,000    |   |               |   | 14,000    |               |  |   | 19,000       |   |  |               | 5,000     |   |  |   | 9,000     |   
|Stockholders equity                                          |  |                                                | 59,485    |   |               |   | 59,061    |               |  |   | 54,285       |   |  |               | 53,666    |   |  |   | 41,501    |   
|                                                              |  |                                                |           |   |              
|Performance Ratios:                                           |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Return on average assets                                      |  |                                                | 0.26      | % |               |   | 3.14      | %             |  |   | 0.46         | % |  |               | 0.27      | % |  |   | (0.35     | )%
|Return on average common stockholders equity                 |  |                                                | 2.77      |   |               |   | 31.50     |               |  |   | 4.27         |   |  |               | 2.63      |   |  |   | (3.87     | ) 
|Interest-rate spread during the period                        |  |                                                | 3.77      |   |               |   | 3.77      |               |  |   | 3.71         |   |  |               | 3.46      |   |  |   | 3.13      |   
|Net interest margin                                           |  |                                                | 4.43      |   |               |   | 4.42      |               |  |   | 4.31         |   |  |               | 3.99      |   |  |   | 3.61      |   
|Efficiency ratio1                                             |  |                                                | 82.57     |   |               |   | 81.83     |               |  |   | 80.16        |   |  |               | 86.49     |   |  |   | 101.83    |   
|                                                              |  |                                                |           |   |              
|Asset Quality Ratios:                                         |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Allowance for loan losses to period end loans                 |  |                                                | 0.92      | % |               |   | 0.94      | %             |  |   | 0.92         | % |  |               | 0.89      | % |  |   | 0.86      | % 
|Allowance for loan losses to nonperforming loans              |  |                                                | 11121.59  |   |               |   | 1435.40   |               |  |   | 1350.37      |   |  |               | 748.85    |   |  |   | 644.83    |   
|Net charge-offs to average loans                              |  |                                                | 0.12      |   |               |   | 0.06      |               |  |   | 0.04         |   |  |               | 0.00      |   |  |   | 0.00      |   
|Nonperforming assets to period end total assets               |  |                                                | 0.01      |   |               |   | 0.06      |               |  |   | 0.06         |   |  |               | 0.09      |   |  |   | 0.11      |   
|                                                              |  |                                                |           |   |              
|Capital and Liquidity Ratios:                                 |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Average equity to average assets                              |  |                                                | 9.53      | % |               |   | 9.97      | %             |  |   | 10.74        | % |  |               | 10.66     | % |  |   | 9.85      | % 
|Leverage (4.00% required minimum)                             |  |                                                | 9.46      |   |               |   | 10.28     |               |  |   | 10.46        |   |  |               | 10.77     |   |  |   | 9.44      |   
|                                                              |  |                                                |           |   |              
|Risk-based capital:                                           |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Tier 1                                                        |  |                                                | 9.35      | % |               |   | 10.48     | %             |  |   | 10.88        | % |  |               | 12.07     | % |  |   | 10.63     | % 
|Total                                                         |  |                                                | 11.97     |   |               |   | 13.37     |               |  |   | 13.34        |   |  |               | 13.33     |   |  |   | 11.96     |   
|Average loans held for investment to average deposits         |  |                                                | 97.65     |   |               |   | 97.44     |               |  |   | 93.32        |   |  |               | 89.16     |   |  |   | 88.44     |   
|                                                              |  |                                                |           |   |              
|Trust Assets Under Advice:                                    |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |   
|Total assets under advice                                     |  | $                                              | 409,092   |   |               | $ | 390,002   |               |  | $ | 340,753      |   |  | $             | 306,152   |   |  | $ | 200,139   |   
|Trust fee income                                              |  |                                                | 612       |   |               |   | 457       |               |  |   | 401          |   |  |               | 365       |   |  |   | 323       |   
|Trust fees as a % of average assets under advice (annualized) |  |                                                | 0.60      | % |               |   | 0.47      | %             |  |   | 0.47         | % |  |               | 0.48      | % |  |   | 0.64      | % 

---

|1 | Efficiency ratio = Noninterest expense divided by the total of net interest income before provision for loan losses plus noninterest income (excluding net securities
gains and losses).
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

Bancshares of Florida, Inc, incorporated in Florida in September 1998, is a $620 million financial
services company. Our subsidiary Banks are separately chartered independent community banks with local boards that provide full-service commercial banking in a private banking environment. Our Trust Company offers investment management, trust
administration, estate planning, and financial planning services largely to the Banks commercial borrowers and other high net worth individuals. The Companys overall focus is to develop a total financial services relationship with its client
base, which is primarily businesses, professionals, and entrepreneurs with commercial real estate borrowing needs. The Banks also provide technology-based cash management and other depository services. The holding company structure provides
flexibility for expansion of the Companys banking business, including possible acquisitions of other financial institutions, and provision of support and additional banking-related services to its subsidiary banks.

Our corporate vision is to achieve $1 billion in assets within the next two years and be recognized as the premier financial services company in our
markets, while maintaining a well-controlled environment. Our primary strategy to achieve this vision is to focus on core deposit growth with state-of-the-art products and services and to focus lending on commercial real estate properties in the $1
million to $10 million size range.

The primary market areas of the Company are among the fastest growing markets in Florida. Those markets
include Collier and Lee Counties on the southwest coast of Florida (served by Bank of FloridaSouthwest) and Broward, Dade, and Palm Beach Counties on the southeast coast (served by Bank of Florida). With the opening of a de novo bank in the
Tampa Bay market in November 2004, Hillsborough and Pinellas Counties became another primary market area to be served on the west coast of Florida. The high population growth and income demographics of the counties in which the Company operates
support its plans to grow loans, deposits, and wealth management revenues with limited, highly selective, full-service locations. These counties together constitute nearly 50% of the deposit market share in the state of Florida.

CRITICAL ACCOUNTING POLICIES

The Companys consolidated financial statements are prepared in conformity
with accounting principles generally accepted in the United States of America. The financial information contained within these statements is, to a significant extent, based on approximate measures of the financial effects of transactions and
events that have already occurred. Critical accounting policies are those that involve the most complex and subjective decisions and assessments, and have the greatest potential impact on the Companys stated results of
operations. The notes to the consolidated financial statements include a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. Management believes that, of our significant
accounting policies, the following involve a higher degree of judgment and complexity. Our management has discussed these critical accounting assumptions and estimates with the Board of Directors Audit Committee.

Allowance for Loan Losses:

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to operations. Loan
losses are charged against the allowance when management believes the collectibility of a loan balance is unlikely. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is comprised of: (1) a component for individual loan impairment measured according to SFAS No. 114,
Accounting by Creditors for Impairment of a Loan , and (2) a measure of collective loan impairment according to SFAS No. 5, Accounting for Contingencies. The allowance for loan losses is established
and maintained at levels deemed adequate to cover losses inherent in the portfolio as of the balance sheet date. This estimate is based upon managements evaluation of the risks in the loan portfolio and changes in the nature and volume of loan
activity. Estimates for loan losses are derived by analyzing historical loss experience, current trends in delinquencies and charge-offs, historical peer bank experience, changes in the size and composition of the loan portfolio, adverse situations
that may affect the borrowers ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant
revision as more information becomes available.



15



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##### Table of Contents

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. Larger impaired credits that are
measured according to SFAS No. 114 have been defined to include loans which are classified as doubtful, substandard or special mention risk grades where the borrower relationship is greater than $250,000. For such loans that are considered
impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

Loans made outside the scope of SFAS No. 114 are measured according to SFAS No. 5 and include commercial and commercial real estate loans that
are performing or have not been specifically identified under SFAS No. 114, and large groups of smaller balance homogeneous loans evaluated based on regulatory guidelines and historical peer bank loss experience which are adjusted for
qualitative factors.

Income Taxes:

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the
consolidated financial statements, as well as net operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are included in the consolidated financial statements at currently enacted income tax rates applicable
to the period in which the deferred tax assets and liabilities are expected to be realized or settled. In the event of changes in the tax laws, deferred tax assets and liabilities are adjusted in the period of the enactment of those changes, with
the cumulative effects included in the current years income tax provision. Net deferred tax assets, whose realization is dependent on taxable earnings of future years, are recognized when a more-likely-than-not criterion is met. The Company
and its subsidiaries file consolidated tax returns.

This discussion presents managements analysis (MD&A) of the
financial condition and results of operations of the Company for each of the three month periods ended March 31, 2006 and 2005 and the three month period ended December 31, 2005 and includes the statistical disclosures required by SEC
Guide 3 (Statistical Disclosure by Bank Holding Companies). The discussion should be read in conjunction with the consolidated financial statements of the Company and the notes related thereto which appear elsewhere in this document

DISCUSSION OF THE THREE MONTHS ENDED MARCH 31, 2006

COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2005 AND DECEMBER 31,
2005

Management Summary

Total
Assets grew to $620 million at March 31st, up $50 million from December 31st. The Company realized first quarter net income of $400,000, or $0.06 per diluted share. This marks the fourth consecutive
quarter of rising profitability following a pretax loss of $375,000, or $0.09 per share, in first quarter 2005, when the Company was not in a taxable position. On a pretax basis, first quarter 2006 net income was $670,000, over a $1.0 million
improvement from the same period last year.

Key results at the Companys affiliates are:



| |  |  | Bank of FloridaSouthwest, based in Naples, produced record pretax earnings for the quarter of $904,000, up 79% over first quarter 2005, with loans climbing $67 million or 30%
over the last twelve months to $288 million, including $24 million since year-end 2005. On April 3, 2006, the bank opened its third location, moving into rapidly-expanding South Lee County via a branch in Bonita Springs, Florida.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Earnings at Fort Lauderdale-based Bank of Florida, which includes our new Palm Beach County location, climbed 2.7 times over first quarter last year to $461,000 pretax. Total loans
rose $29 million during the quarter to $196 million, which was 75% higher than twelve months earlier.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Bank of FloridaTampa Bay, which opened in November 2004, grew its loans to $66 million, up 139% during the past year and $11 million since year-end 2005. Notably, the bank
reduced its first quarter pretax loss to $163,000 from $408,000 in the first quarter 2005.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | Lastly, Bank of Florida Trust Company grew its assets under advice past the $400 million milestone to $409 million at quarter end, up $19 million during the last 90 days and $209
million or 104% during the last twelve months. Pretax earnings were $103,000 for the quarter versus $173,000 for all of 2005.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In summary, the primary factors below explain the over $1.0 million increase in first quarter 2006 consolidated pretax net income to $670,000 compared to the first quarter 2005 pretax loss of $375,000.



| |  |  | Top-line revenue increased nearly $3.0 million or 69%, driven by $2.6 million higher net interest income, reflecting $163 million or 40% growth in average earning assets and an 82
basis point higher net interest margin to 4.43%; noninterest income increased 57%, largely due to growth in trust fees and fees earned on the sale of mortgages in the secondary market. The Company defines top-line revenue as the sum of net interest
income plus noninterest income (excluding net securities gains/losses). A number of the Companys clients have a combination of borrowing, depository, and trust relationships, and it is useful to compare the entirety of revenue from these
sources against the expenses incurred to service them.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The $3.0 million increase in top-line revenue was partially offset by higher noninterest expense, up $1.6 million or 37%, indicating strong operating leverage; higher personnel
expense explains two-thirds of the increase.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The provision for loan losses rose $310,000, consistent with 53% growth in loans and continued strong asset quality.
| | - |  | --------------------------------------------------------------------------------------------------------------------

First quarter 2006 consolidated pretax net income increased $54,000 over fourth quarter 2005 pretax net income of $616,000.



| |  |  | Top-line revenue rose $658,000 or 10%, comprised of an increase of $438,000 (8%) in net interest income and an additional $220,000 (25%) in noninterest income. The net
interest margin rose one basis point on $50 million greater average earning assets (up 10%), and fees from trust services and secondary mortgage market sales rose 34% and 33%, respectively.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Noninterest expense increased $593,000 or 11%. Higher general expenses accounted for over half the increase, followed by greater occupancy and equipment expense and increased
personnel expense.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Continued excellent asset quality held the increase in loan loss provision expense to $12,000 or 2.0% despite record quarterly loan growth.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------

Balance Sheets

Investment securities and
overnight investments were $34.5 million at March 31, 2006, a decrease of $12.8 million during the quarter and $18.5 million less than levels 12 months ago. This reduction was primarily the result of the redeployment of funds from
overnight instruments to fund loan growth.

Securities available for sale totaled $18.3 million, fairly level to those held at
December 31, 2005. The average yield on investment securities for the first three months of 2006 was 4.29%, an increase of 141 basis points compared to the same period one year ago and up 40 basis points from the previous quarter. The Company
holds one bond for $25,000 which is classified as held to maturity at March 31, 2006 or December 31, 2005. The Company does not currently engage in trading activities and, therefore, did not hold any securities classified as trading at
March 31, 2006 or December 31, 2005.

Federal Funds sold totaled $16.2 million at March 31, 2006, a decline of $12.5 million
from December 31, 2005 and a decrease of $17.7 million from one year ago. As previously mentioned, this category of earning assets is normally used as a temporary investment vehicle to support the Companys daily funding requirements. The
average yield on federal funds for the first three months of 2006 was 4.49%, up 203 basis points compared to the first three months of 2005 and up 50 basis points from the previous quarter.

Loans at quarter end totaled $551 million, up $64 million or 13% during the last 90 days. This increase compares to growth of $35 million
in the comparable quarter last year and exceeded record third quarter 2005 growth of $51 million. Loans are up $190 million or 53% in the last 12 months, with pipelines at all the bank affiliates remaining strong.



17



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##### Table of Contents

Commercial loans (including construction and commercial and industrial), largely secured by real estate,
totaled $431 million (78% of total loans) at March 31, 2006, up $73 million in the last 90 days and $199 million (86%) in the last 12 months. Construction loans, reflective of the Companys vibrant market place, rose $25 million
during the quarter to 30% of total loans outstanding, while commercial and industrial loans, a product line which the Company is giving renewed focus, climbed $16 million to approximately 10% of total loans outstanding. The next largest segment of
the portfolio is multi-family and residential mortgage loans at a combined $86 million (16% of total loans), down $6 million both from year-end and from 12 months earlier largely due to payoffs. Lastly, consumer lines of credit represent $24 million
(4% of total loans), and installment and other loans at $10 million (2% of total loans). The combination of the categories is down about $3 million from both year-end and 12 months earlier, reflective of the Company treating these lines of business
largely as an accommodation to its commercial clients and their families.

The allowance for loan lossesincreased $1.9
million over the last 12 months to $5.1 million, primarily due to 53% loan growth, with the ratio to loans outstanding rising 6 basis points to 0.92%. At March 31, 2006, the loan loss allowance was over 111 times the level of nonperforming
loans, up from 14 times at the end of 2005 and 6.4 times at March 31, 2005. There were $154,000 in net charge-offs during the first quarter, resulting in a ratio of net charge-offs to average loans of 0.12%. These levels compare to $75,000 in
net charge-offs, or 0.06% of average loans, in fourth quarter 2005 and no charge-offs in first quarter 2005. All the above asset quality measures are consistent with the Companys historic experience and compare very favorably to national peer
bank levels as of December 31, 2005.

Asset quality continued its historic strength in the first quarter, with
nonperforming loans (nonaccruals and 90+ days past due) decreasing from $321,000 at year-end 2005 to $45,000 at March 31, 2006, representing one nonaccrual loan and no 90+ days past due loans; nonperformers as a percent of loans outstanding
fell to 0.01% from 0.07% at December 31, 2005. At March 31, 2005, nonperforming loans totaled $483,000 or 0.13% of loans outstanding. There were $154,000 in net charge-offs during the first quarter, resulting in a ratio of net charge-offs
to average loans of 0.12%. These levels compare to $75,000 in net charge-offs, or 0.06% of average loans, in fourth quarter 2005 and no charge-offs in first quarter 2005.

Total earning assets reached $588.6 million at March 31, 2006, up $51.7 million over the last three months compared to a $63.5 million increase in loans. As a result, the mix of loans to earning
assets rose to 94% from 91% at December 31, 2005 due to the reduction of federal funds sold noted above. The loan/earning asset ratio was 87% at March 31, 2005, reflective of greater relative liquidity at that date compared to the present
time.

Deposits rose $40.1 million or 8% during first quarter 2006 to $535.2 million; compared to one year ago, the increase
was $144.8 million or 37%. Average deposits for the first quarter totaled $530 million, up $51 million or 11% compared to fourth quarter 2005, and $151 million or 40% greater than the same period last year. Average noninterest-bearing checking (DDA)
accounts climbed $29 million or 49% in the first quarter compared to first quarter 2005, increasing their ratio to average total deposits by 1 percentage point to 16.6%. During the past 90 days, DDA balances have increased slightly to $88.1 million.
These increases are reflective of the Companys vigorous strategy to expand its source of low-cost funds through the sale of cash management products and services. Dedicated Deposit and Cash Management specialists are in place in three of the
Companys four markets along with the newly hired Chief Deposit Officer in the parent company.

Stockholders
equity at $59.5 million was $18.0 million higher compared to March 31, 2005. This increase was primarily the result of the Companys 915,000 share common stock offering in April 2005, which netted proceeds of $13.0million through a
private placement with Allen and Company LLC, which was partially offset by the redemption of $1.3 million of preferred stock on June 30, 2005. The Companys Tier 1 leverage ratio decreased 82 basis points in the last three months to 9.46%
at March 31, 2006, primarily as a result of the rapid growth during the quarter, but still well above the minimum for bank holding companies of 4.0%.



18



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##### Table of Contents

The following tables summarize the major components of the Consolidated Balance Sheets and key ratios for
the periods ending March 31, 2006 and 2005, respectively.



|                                                    |  |                                       |           |   |                     |   |           |   |  |   |           |   |  |        |   
|--------------------------------------------------- |  | ------------------------------------- | --------- | - | ------------------- | - | --------- | - |  | - | --------- | - |  | ------ | --
|                                                    |  | AT                                    |           |   | INCREASE/(DECREASE) |  
|                                                    |  | (IN THOUSANDS, EXCEPT PER SHARE DATA) |          
|                                                    |  | March 31,2006                         |           |   | March 31,2005       |   |           | $ |  |   | %         |  
|Total assets                                        |  | $                                     | 620,136   |   |                     | $ | 442,053   |   |  | $ | 178,083   |   |  | 40.3   | % 
|Cash and cash equivalents                           |  |                                       | 36,320    |   |                     |   | 50,785    |   |  |   | (14,465   | ) |  | (28.5  | )%
|Interest-earning assets                             |  |                                       | 588,641   |   |                     |   | 416,322   |   |  |   | 172,319   |   |  | 41.4   | % 
|Investment securities                               |  |                                       | 18,319    |   |                     |   | 19,170    |   |  |   | (851      | ) |  | (4.4   | )%
|Loans                                               |  |                                       | 551,078   |   |                     |   | 361,168   |   |  |   | 189,910   |   |  | 52.6   | % 
|Allowance for loan losses                           |  |                                       | 5,055     |   |                     |   | 3,113     |   |  |   | 1,942     |   |  | 62.4   | % 
|Deposit accounts                                    |  |                                       | 535,192   |   |                     |   | 390,374   |   |  |   | 144,818   |   |  | 37.1   | % 
|Borrowings                                          |  |                                       | 24,000    |   |                     |   | 9,000     |   |  |   | 15,000    |   |  | 166.7  | % 
|Stockholders equity                                |  |                                       | 59,485    |   |                     |   | 41,501    |   |  |   | 17,984    |   |  | 43.3   | % 
|                                                    |  |                                       |           |   |                     |   |           |   |  |   |           |   |  |        |   
|Total shares outstanding                            |  |                                       | 5,944,533 |   |                     |   | 4,836,331 |   |  |   | 1,108,202 |   |  | 22.9   | % 
|Book value per common share                         |  | $                                     | 10.01     |   |                     | $ | 7.82      |   |  |   | 2.19      |   |  | 28.0   | % 
|                                                    |  |                                       |           |   |                     |   |           |   |  |   |           |   |  |        |   
|Allowance for loan losses to total loans            |  |                                       | 0.92      | % |                     |   | 0.86      | % |  |   | 0.06      |   |  | 7.0    | % 
|Allowance for loan losses to nonperforming loans    |  |                                       | 11121.59  | % |                     |   | 644.83    | % |  |   | 10476.76  |   |  | 1624.7 | % 
|Nonperforming loans to total loans                  |  |                                       | 0.01      | % |                     |   | 0.13      | % |  |   | (0.12     | ) |  | (92.3  | )%
|Nonperforming assets to total assets                |  |                                       | 0.01      | % |                     |   | 0.11      | % |  |   | (0.10     | ) |  | (90.9  | )%
|                                                    |  |                                       |           |   |                     |   |           |   |  |   |           |   |  |        |   
|Leverage (Tier 1 to average total assets)           |  |                                       | 9.46      | % |                     |   | 9.44      | % |  |   | 0.02      |   |  | 0.2    | % 
|Assets under advice  Bank of Florida Trust Company |  | $                                     | 409,092   |   |                     | $ | 200,139   |   |  | $ | 208,953   |   |  | 104.4  | % 

Results of Operations

First Quarter 2006 Compared to First Quarter 2005 and Fourth Quarter 2005

The Company recorded net income of
$400,000 in the current quarter. Income before income tax was $670,000, an increase of $1.0 million or 278% compared to first quarter 2004. Top-line, defined as the sum of net interest income (interest income less interest expense) plus noninterest
income (excluding net securities gains/losses), revenue climbed $3.0 million on a 41% growth in earning assets and a 104% increase in assets under advice. Approximately $2.6 million of the top-line revenue increase reflects expansion in the net
interest margin.

Noninterest income increased $401,000, approximately 72% of which is attributable to the increase in assets under advice.
Noninterest expense rose $1.6 million in the first quarter, or $1.4 million less than the increase in top-line revenue. The loan loss provision increased by $310,000 as a result of $190 million of loan growth over the twelve month period.



19



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##### Table of Contents

The following tables summarize the major components of the Statements Operations and key ratios for the
three months ending March 31, 2006 and 2005, respectively.



|                                                      |  |                                       |           |   |                     |   |           |    |  |   |           |   |  |       |   
|----------------------------------------------------- |  | ------------------------------------- | --------- | - | ------------------- | - | --------- | -- |  | - | --------- | - |  | ----- | --
|                                                      |  | FOR THE THREE MONTHSENDED             |           |   | INCREASE/(DECREASE) |  
|                                                      |  | (IN THOUSANDS, EXCEPT PER SHARE DATA) |          
|                                                      |  | MARCH 31,2006                         |           |   | MARCH 31,2005       |   |           | $  |  |   | %         |  
|Total interest income                                 |  | $                                     | 9,945     |   |                     | $ | 5,440     |    |  | $ | 4,505     |   |  | 82.8  | % 
|Total interest expense                                |  |                                       | 3,727     |   |                     |   | 1,820     |    |  |   | 1,907     |   |  | 104.8 | % 
|                                                      |  |                                       |           |   |                     |   |           |    |  |   |           |   |  |       |   
|Net interest income before provision                  |  |                                       | 6,218     |   |                     |   | 3,620     |    |  |   | 2,598     |   |  | 71.7  | % 
|Provision for loan losses                             |  |                                       | 606       |   |                     |   | 296       |    |  |   | 310       |   |  | 104.7 | % 
|                                                      |  |                                       |           |   |                     |   |           |    |  |   |           |   |  |       |   
|Net interest income after provision                   |  |                                       | 5,612     |   |                     |   | 3,324     |    |  |   | 2,288     |   |  | 68.8  | % 
|Noninterest income                                    |  |                                       | 1,099     |   |                     |   | 698       |    |  |   | 401       |   |  | 57.4  | % 
|Noninterest expense                                   |  |                                       | 6,041     |   |                     |   | 4,397     |    |  |   | 1,644     |   |  | 37.4  | % 
|                                                      |  |                                       |           |   |                     |   |           |    |  |   |           |   |  |       |   
|Net income before income tax expense                  |  |                                       | 670       |   |                     |   | (375      | )  |  |   | 1,045     |   |  | 278.4 | % 
|Income tax expense                                    |  |                                       | 270       |   |                     |   |          |    |  |   | 270       |   |  | 100.0 | % 
|                                                      |  |                                       |           |   |                     |   |           |    |  |   |           |   |  |       |   
|Net income (loss)                                     |  |                                       | 400       |   |                     |   | (375      | )  |  |   | 775       |   |  | 206.4 | % 
|                                                      |  |                                       |           |   |                     |   |           |    |  |   |           |   |  |       |   
|Basic Income (loss) per share                         |  | $                                     | 0.07      |   |                     | $ | (0.09     | )  |  | $ | 0.16      |   |  | 177.8 | % 
|Diluted Income (loss) per share                       |  |                                       | 0.06      |   |                     |   | (0.09     | )  |  |   | 0.15      |   |  | 166.7 | % 
|Weighted average shares outstanding - basic           |  |                                       | 5,943,933 |   |                     |   | 4,836,300 |    |  |   | 1,107,633 |   |  | 22.9  | % 
|Weighted average shares outstanding - diluted         |  |                                       | 6,213,178 |   |                     |   | 4,836,300 |    |  |   | 1,376,878 |   |  | 28.5  | % 
|                                                      |  |                                       |           |  
|Return on average assets                              |  |                                       | 0.26      | % |                     |   | (0.35     | )% |  |   | 0.61      |   |  | 174.3 | % 
|Return on average common stockholders equity         |  |                                       | 2.77      | % |                     |   | (3.87     | )% |  |   | 6.64      |   |  | 171.6 | % 
|                                                      |  |                                       |           |  
|Top-line revenue                                      |  | $                                     | 7,317     |   |                     | $ | 4,318     |    |  | $ | 2,999     |   |  | 69.4  | % 
|Net interest margin                                   |  |                                       | 4.43      | % |                     |   | 3.61      | %  |  |   | 0.82      |   |  | 22.7  | % 
|Efficiency ratio                                      |  |                                       | 82.57     | % |                     |   | 101.83    | %  |  |   | (19.26    | ) |  | (18.9 | )%
|Average equity to average assets                      |  |                                       | 9.53      | % |                     |   | 9.85      | %  |  |   | (0.32     | ) |  | (3.2  | )%
|Average loans held for investment to average deposits |  |                                       | 97.65     | % |                     |   | 88.44     | %  |  |   | 9.21      |   |  | 10.4  | % 
|Net charge-offs to average loans                      |  |                                       | 0.12      | % |                     |   | 0.00      | %  |  |   | 0.12      |   |  | 100.0 | % 

Discussion of Changes by Income Statement Line Item

Top-line revenue increased $658,000 or 10% over fourth quarter 2005 to $7.3 million in the first quarter, $3.0 million or 69% higher than in first
quarter 2005.

Net interest income in the first quarter was up $439,000 or 8% over fourth quarter 2005 to $6.2 million, $2.6 million
or 72% greater than in the first quarter of 2005. Approximately $100,000 and $666,000, respectively, of these increases were due to an improved net interest margin, which rose to 4.43% in the first quarter, up one basis points in the last 90 days
and 82 basis points in past four quarters. This expansion reflects the Company having positioned its balance sheet to benefit from the current rising rate environment, with 48% of its loans adjusting to a prime rate change either immediately or
within 90 days. In addition, the margin has expanded over the last four quarters as a result of the Companys efforts to improve the mix of DDA and lower cost funding sources. The balance of the increase in first quarter net interest income was
due to higher earning asset volumes, up $50 million (10%) over fourth quarter 2005 and up $163 million (40%) compared to the same period last year.



20



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##### Table of Contents

Average Balances, Income and Expenses, and Rates

The following tables represent, for the three-month periods indicated, certain information related to our average balance sheet and its annualized average
yields on assets and annualized average costs of liabilities. Discussion of these tables is included above in the net interest income sections of the Results of Operations (dollars in thousands).



|                                                                        |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|----------------------------------------------------------------------- |  | ------------------------------------ | ------- | -------------------- | ---- | ----- | ----------------- |  | ---- | -------------- |  | -------------------- | ------- |  | ----------------- | ----- | - |  | ---- | -
|                                                                        |  | For the Three-Months Ended March 31, |        
|                                                                        |  | 2006                                 |         |                      | 2005 |      
|                                                                        |  | AverageBalance                       |         | InterestandDividends |      |       | AverageYield/Rate |  |      | AverageBalance |  | InterestandDividends |         |  | AverageYield/Rate |      
|Assets:                                                                 |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Earning assets:                                                         |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Interest earning deposits                                               |  | $                                    | 722     |                      | $    | 7     |                   |  | 3.93 | %              |  | $                    | 1,258   |  | $                 | 1     |   |  | 0.00 | %
|Securities1                                                             |  |                                      | 19,490  |                      |      | 206   |                   |  | 4.29 | %              |  |                      | 9,993   |  |                   | 71    |   |  | 2.88 | %
|Federal funds sold                                                      |  |                                      | 31,540  |                      |      | 349   |                   |  | 4.49 | %              |  |                      | 53,343  |  |                   | 323   |   |  | 2.46 | %
|Loans2                                                                  |  |                                      | 517,854 |                      |      | 9,383 |                   |  | 7.35 | %              |  |                      | 342,176 |  |                   | 5,045 |   |  | 5.98 | %
|                                                                        |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Total interest-earning assets                                           |  |                                      | 569,606 |                      |      | 9,945 |                   |  | 7.08 | %              |  |                      | 406,770 |  |                   | 5,440 |   |  | 5.42 | %
|                                                                        |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Non interest-earning assets                                             |  |                                      | 37,341  |                      |      |       |                   |  |      |                |  |                      | 25,207  |  |                   |       |   |  |      |  
|                                                                        |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Total Assets                                                            |  | $                                    | 606,947 |                      |      |       |                   |  |      |                |  | $                    | 431,977 |  |                   |       |   |  |      |  
|                                                                        |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Liabilities:                                                            |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Interest-bearing liabilities:                                           |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Interest bearing checking                                               |  | $                                    | 52,070  |                      |      | 66    |                   |  | 0.51 | %              |  | $                    | 35,068  |  |                   | 25    |   |  | 0.29 | %
|Money market accounts                                                   |  |                                      | 171,589 |                      |      | 1,233 |                   |  | 2.91 | %              |  |                      | 109,028 |  |                   | 498   |   |  | 1.85 | %
|Savings                                                                 |  |                                      | 4,509   |                      |      | 13    |                   |  | 1.17 | %              |  |                      | 5,416   |  |                   | 20    |   |  | 1.50 | %
|Time deposit                                                            |  |                                      | 214,018 |                      |      | 2,187 |                   |  | 4.14 | %              |  |                      | 170,766 |  |                   | 1,244 |   |  | 2.95 | %
|Other borrowings                                                        |  |                                      | 14,856  |                      |      | 228   |                   |  | 6.22 | %              |  |                      | 2,100   |  |                   | 33    |   |  | 6.37 | %
|                                                                        |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Total interest-bearing liabilities                                      |  | $                                    | 457,042 |                      |      | 3,727 |                   |  | 3.31 | %              |  | $                    | 322,378 |  |                   | 1,820 |   |  | 2.29 | %
|Non-interest bearing deposits                                           |  |                                      | 88,111  |                      |      |       |                   |  |      |                |  |                      | 59,165  |  |                   |       |   |  |      |  
|Other liabilities                                                       |  |                                      | 3,935   |                      |      |       |                   |  |      |                |  |                      | 8,289   |  |                   |       |   |  |      |  
|Stockholders equity                                                    |  |                                      | 57,859  |                      |      |       |                   |  |      |                |  |                      | 42,145  |  |                   |       |   |  |      |  
|                                                                        |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Total Liabilities & Stockholders Equity                                |  | $                                    | 606,947 |                      |      |       |                   |  |      |                |  | $                    | 431,977 |  |                   |       |   |  |      |  
|                                                                        |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Net interest income                                                     |  |                                      |         |                      | $    | 6,218 |                   |  |      |                |  |                      |         |  | $                 | 3,620 |   |  |      |  
|                                                                        |  |                                      |         |                      |      |       |                   |  |      |                |  |                      |         |  |                   |       |   |  |      |  
|Interest-rate spread                                                    |  |                                      |         |                      |      |       |                   |  | 3.77 | %              |  |                      |         |  |                   |       |   |  | 3.13 | %
|Net interest margin                                                     |  |                                      |         |                      |      |       |                   |  | 4.43 | %              |  |                      |         |  |                   |       |   |  | 3.61 | %
|Ratio of average interest-bearing liabilities to average earning assets |  |                                      |         |                      |      | 80.2  | %                 |  |      |                |  |                      |         |  |                   | 79.3  | % |  |      |  

INCREASE (DECREASE) DUE TO CHANGE IN (IN THOUSANDS):



|                                         |  |        |       |   |      |   |       |        |  |   |       |  
|---------------------------------------- |  | ------ | ----- | - | ---- | - | ----- | ------ |  | - | ----- | -
|                                         |  | VOLUME |       |   | RATE |   |       | CHANGE | 
|Increase (decrease) in interest income:  |  |        |       |   |      |   |       |        |  |   |       |  
|Federal funds sold                       |  | $      | (241  | ) |      | $ | 267   |        |  | $ | 26    |  
|Other investments1                       |  |        | 94    |   |      |   | 47    |        |  |   | 141   |  
|Loans2                                   |  |        | 3,183 |   |      |   | 1,155 |        |  |   | 4,338 |  
|                                         |  |        |       |   |      |   |       |        |  |   |       |  
|Total interest income                    |  |        | 3,036 |   |      |   | 1,469 |        |  |   | 4,505 |  
|                                         |  |        |       |   |      |   |       |        |  |   |       |  
|Increase (decrease) in interest expense: |  |        |       |   |      |   |       |        |  |   |       |  
|NOW and Money market deposits            |  |        | 472   |   |      |   | 304   |        |  |   | 776   |  
|Savings deposits                         |  |        | (3    | ) |      |   | (4    | )      |  |   | (7    | )
|Time deposits                            |  |        | 442   |   |      |   | 501   |        |  |   | 943   |  
|Other borrowings                         |  |        | 193   |   |      |   | 2     |        |  |   | 195   |  
|                                         |  |        |       |   |      |   |       |        |  |   |       |  
|Total interest expense                   |  |        | 1,104 |   |      |   | 803   |        |  |   | 1,907 |  
|                                         |  |        |       |   |      |   |       |        |  |   |       |  
|Total change in net interest income      |  | $      | 1,932 |   |      | $ | 666   |        |  | $ | 2,598 |  
|                                         |  |        |       |   |      |   |       |        |  |   |       |  

---

|1 | Tax-exempt income, to the extent included in the amounts above, is not reflected on a tax equivalent basis.
|- | -----------------------------------------------------------------------------------------------------------

|2 | For purpose of this analysis, non-accruing loans, if any, are included in the average balances.
|- | -----------------------------------------------------------------------------------------------



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##### Table of Contents

Noninterest income rose to $1.1 million in the first quarter, a $220,000 or 25% increase over
fourth quarter 2005 and $401,000 or 57% greater than in first quarter 2005. These increases were primarily due to expanded trust revenues and increased fees from selling mortgages into the secondary market. First quarter 2006 trust fees climbed
$155,000 or 34% over fourth quarter 2005 to $612,000, $289,000 or 89% greater than first quarter 2005. In the past 12 months, assets under advice have risen 104% to $409 million. Secondary mortgage market fees rose to $181,000 in the first quarter,
up $44,000 or 33% compared to fourth quarter 2005 and an increase of $169,000 or 14 times over the first quarter 2005 level. The Company has implemented a business strategy to actively address the needs of its high net worth clientele by placing
experienced originators in each of its markets. In the first quarter of this year, $35 million in loans were closed versus $3.5 million when the program began in first quarter 2005.

Noninterest expense increased 11% or $593,000 in the first quarter versus fourth quarter 2005; as a result, the efficiency ratio (noninterest
expense divided by top-line revenue) increased slightly to 82.6%. Compared to first quarter 2005, the Companys efficiency ratio has improved a substantial 19 percentage points, reflecting significant positive operating leveragethe
overall expense increase has been held to 37% or $1.6 million against a 69% or $3.0 million increase in top-line revenue. Slightly more than half or $306,000 of the increase in first quarter 2006 expense over fourth quarter 2005 occurred in general
operating expense. The primary factors were greater data processing expense, higher loan fee/credit report costs, additional general promotional expense, increased travel and entertainment costs, and the establishment of modest cash compensation for
the parent and certain affiliate boards of directors. Nearly all of these same factors explain the $331,000 increase in first quarter general operating expense over the comparable 2005 quarter.

Approximately one quarter or $162,000 of the increase in first quarter 2006 expense over fourth quarter 2005 is explained by higher occupancy and
equipment-related expense. Building lease and property insurance costs rose due to additional space required for business expansion, and equipment rental, maintenance, and depreciation expense increased accordingly. These same factors account for
the $230,000 increase in first quarter occupancy and equipment-related expense over first quarter 2005.

Higher personnel costs explain the
balance of the $125,000 increase in first quarter noninterest expense compared to fourth quarter 2005. Gross salary, commission and various benefit expenses rose $220,000, primarily due to staff additions during the quarter; partially offset by
reduced stock-based compensation expense (4thquarter 2005 contained $85,000 in additional stock-based costs due to
one-time acceleration in option/warrant eligibility), a return to customary bonus expense compared to upward adjustments made in the year-end quarter, and higher deferred personnel costs due to strong loan growth. With the exception of stock-based
compensation, which increased by $26,000, growth of $1.1 million in first quarter 2006 personnel expense compared to first quarter 2005 is explained by the same above factors. Since the beginning of 2005, total full-time equivalent staff has
increased by 44 or 37% to 164.

Provision and Allowance for Loan Losses

The allowance for loan losses is an estimated amount that management believes will be adequate to absorb losses inherent in the loan portfolio based on
evaluations of its collectibility. The evaluations take into consideration such factors as changes in the nature and volume of the portfolio, overall portfolio quality, specific problem loans and commitments, and current anticipated economic
conditions that may affect the borrowers ability to pay. Management also considers the results of independent internal and external credit reviews.

The allowance for credit losses is established through a provision for loan losses charged against income. Loans are charged against the allowance when management believes that the collectibility of the principal is
unlikely. While management uses the best information available to estimate probable losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. The first quarter provision for loan losses was
$606,000, up $12,000 (2.0%) and $310,000 (105%) from fourth and first quarter 2005, respectively. These changes reflect loan growth as well as continuing assessment of losses inherent in the portfolio based on a variety of client-specific
factors, including the Companys historic, as well as peer bank experience, and industry and economic trends.

The loan loss allowance
increased $1.9 million over the last 12 months to $5.1 million, primarily due to 53% loan growth, with the ratio to loans outstanding rising 6 basis points to 0.92%. At March 31, 2006, the loan loss allowance was over 111 times the level of
nonperforming loans, up 14 times at the end of 2005 and 6.4 times at March 31, 2005. All the above asset quality measures are consistent with the Companys historic experience and compare very favorably to national peer bank levels as of
December 31, 2005.



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##### Table of Contents

An analysis of the change in the Companys allowance for possible loan losses and loan loss
experience (charge-offs) is furnished in the following table for the three-month periods ended March 31, 2006, December 31, 2005 and March 31, 2005 (In thousands).



|                                           |  |               |       |   |                  |   |       |               |  |   |      
|------------------------------------------ |  | ------------- | ----- | - | ---------------- | - | ----- | ------------- |  | - | -----
|                                           |  | March 31,2006 |       |   | December 31,2005 |   |       | March 31,2005
|Balance at beginning of period             |  | $             | 4,603 |   |                  | $ | 4,084 |               |  | $ | 2,817
|Provision for losses charged to operations |  |               | 606   |   |                  |   | 594   |               |  |   | 296  
|Consumer loan charge-offs                  |  |               | (154  | ) |                  |   | (77   | )             |  |   |     
|Recoveries                                 |  |               |      |   |                  |   | 2     |               |  |   |     
|                                           |  |               |       |   |                  |   |       |               |  |   |      
|Balance at end of period                   |  | $             | 5,055 |   |                  | $ | 4,603 |               |  | $ | 3,113
|                                           |  |               |       |   |                  |   |       |               |  |   |      

The allocation of the allowance for loan losses by type of loan has corresponded to the increases
in loan balances by type (dollars in thousands):



|                               |  |                |       |                         |                   |   |        |                |                         |  |       |        |  |                        |       |  |       |  
|------------------------------ |  | -------------- | ----- | ----------------------- | ----------------- | - | ------ | -------------- | ----------------------- |  | ----- | ------ |  | ---------------------- | ----- |  | ----- | -
|                               |  | March 31, 2006 |       |                         | December 31, 2005 |   |        | March 31, 2005 |                        
|                               |  | AMOUNT         |       | % LOANS IN EACHCATEGORY |                   |   | AMOUNT |                | % LOANS IN EACHCATEGORY |  |       | AMOUNT |  | % LOANSIN EACHCATEGORY |      
|Commercial real estate         |  | $              | 1,779 |                         | 38.4              | % |        | $              | 1,516                   |  | 36.9  | %      |  | $                      | 953   |  | 33.2  | %
|Construction                   |  |                | 1,890 |                         | 30.2              | % |        |                | 1,675                   |  | 29.0  | %      |  |                        | 835   |  | 20.4  | %
|Multifamily                    |  |                | 217   |                         | 3.7               | % |        |                | 248                     |  | 5.2   | %      |  |                        | 162   |  | 4.8   | %
|One-to-four family residential |  |                | 247   |                         | 11.9              | % |        |                | 286                     |  | 13.6  | %      |  |                        | 287   |  | 20.6  | %
|Commercial                     |  |                | 598   |                         | 9.6               | % |        |                | 480                     |  | 7.6   | %      |  |                        | 484   |  | 10.7  | %
|Lines of credit                |  |                | 174   |                         | 4.3               | % |        |                | 241                     |  | 5.4   | %      |  |                        | 199   |  | 6.3   | %
|Consumer                       |  |                | 150   |                         | 1.9               | % |        |                | 157                     |  | 2.3   | %      |  |                        | 193   |  | 4.0   | %
|                               |  |                |       |                         |                   |   |        |                |                         |  |       |        |  |                        |       |  |       |  
|Total                          |  | $              | 5,055 |                         | 100.0             | % |        | $              | 4,603                   |  | 100.0 | %      |  | $                      | 3,113 |  | 100.0 | %
|                               |  |                |       |                         |                   |   |        |                |                         |  |       |        |  |                        |       |  |       |  

Liquidity and Capital Resources

Liquidity Management Liquidity management involves monitoring
sources and uses of funds in order to meet day-to-day cash flow requirements while maximizing profits. Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss and to raise additional
funds by increasing liabilities.

Liquidity management is made more complicated because different balance sheet components are subject to
scheduled maturities and varying degrees of management control. For example, the timing of maturities of certain holdings in the investment portfolio is very predictable and subject to a high degree of control at the time of purchase; other
investment holdings, such as mortgage-backed securities, are much less predictable due to sensitivity to financial market rates. Net deposit inflows and outflows, whether related to time deposits or nonmaturity instruments such as money market
accounts or demand deposits, are also difficult to predict, as they are greatly influenced by general interest rates, economic conditions and competition.

Asset liquidity is provided by cash and assets which are readily marketable, which can be pledged, or which will mature in the near future. Liability liquidity is provided by access to core funding sources,
principally the ability to generate customer deposits in our primary markets. In addition, liability liquidity is provided through the ability to borrow against approved lines of credit, including Federal Funds purchased from correspondent banks and
the Federal Home Loan Bank (FHLB). Such borrowings have averaged $3.9 million for first quarter 2006, $3.9 million for fourth quarter 2005, and $100,000 for first quarter 2005. At March 31, 2006 FHLB borrowings were $13.0 million versus $3.0
million at December 31, 2005 and $7.0 million at March 31, 2005.



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##### Table of Contents

Management regularly reviews the Banks liquidity position and has implemented internal policies
which establish guidelines for sources of asset-based liquidity and limit the total amount of purchased funds used to support the balance sheet and funding from non-core sources.

Short-Term Investments and Securities Available for Sale Short-term investments, which consist of federal funds sold and interest-bearing
deposits, are a component source of the Companys liquidity and are generally invested on an overnight basis. The subsidiary Banks enter into Federal Funds transactions with their principal correspondent banks, and primarily act as net sellers
of such funds. The sale of Federal Funds amounts to a short-term loan from the Banks to other banks.

Federal funds sold and
interest-bearing deposits averaged $32.3 million for first quarter 2006, about 41% less than the $54.6 million average for first quarter 2005 and fairly level with the average in fourth quarter 2005. At March 31, 2006, federal funds sold and
interest-bearing deposits totaled $18.3 million versus $31.1 million at December 31, 2005 and $34.9 million at March 31, 2005.

The Company invests primarily in obligations of the United States, or obligations guaranteed as to principal and interest by the United States, and in other taxable securities (no nontaxable securities are held at this time). Management
determines the appropriate classification of investment securities at the time of purchase. If management has the intent and the Company has the ability (or is required for regulatory reasons) to hold these securities until maturity or on a
long-term basis, they are classified as held-to-maturity investments. Securities to be held for indefinite periods of time and not intended to be held to maturity or on a long-term basis are classified as available-for-sale. The volume of sales of
available-for-sale securities is based on several factors, including but not limited to changes in interest rates, resultant prepayment risk, liquidity needs at the Banks and other factors related to interest rate and resultant prepayment risk.

The Company currently holds one bond, totaling $25,000, which is classified as held-to-maturity. All of the Companys remaining
securities are presently classified as available-for-sale. Investment securities totaled $18.3 million at March 31, 2006, relatively level with $18.6 million December 31, 2005, and $19.2 million one year earlier.

Deposits - Deposits from the Companys primary markets provide a relatively stable funding source for its loan portfolio and other earning
assets. Total deposits were $535 million at March 31, 2006, up $145 million or 37% from one year earlier and up $40 million or 8% over the last three months. The proceeds of these deposits have been invested into longer term assets, primarily
commercial and commercial real estate secured loans. The funding requirements for loans have continued to grow over the last twelve months, with loans outstanding increasing by $190 million or 53% over the last twelve months to $551 million at
March 31, 2006. During first quarter 2006, loans rose $64 million or 13%.

Total deposits averaged $530 million in first quarter 2006,
up 40% or $151 million from the same period last year and up 11% or $51 million from fourth quarter 2005. Non-interest bearing deposits comprised 17% of average total deposits during first quarter 2006. Management continues to make a concerted
effort to attract deposits from commercial relationships, including the offering of attractive cash management and other technology-based products that aid a company in the control of its deposits.

The Company anticipates that a stable base of deposits will be the primary source of funding to meet both its short-term and long-term liquidity needs in
the future. However, as a result of the short-term nature of a substantial portion of the Companys deposit base, its cost of funds is sensitive to fluctuations in rates of interest.

Other Sources of Funds - In addition to deposits within its geographic market place, the sources of funds available to the Banks for lending and
other business purposes include loan repayments, sales of loans and securities, borrowings from the Federal Home Loan Bank (FHLB), national market funding sources, and contributions from Bancshares. Loan repayments are a relatively stable source of
funds, while deposit inflows and outflows and loan prepayments are influenced significantly by competition, general interest rates and money market conditions. Borrowings may be used on a short-term basis to compensate for reductions in other
sources, such as deposits at less than projected levels, and may also be used to fund the origination of mortgage loans designated to be sold in the secondary market.



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##### Table of Contents

At March 31, 2006, the Company had $13.0 million in outstanding borrowings from the FHLB of its
present $41.4 million line, and there was $20.3 million in other available lines from correspondents. To the extent that additional collateral becomes available beyond the present amount identified for the FHLB line, total borrowings from the FHLB
could be as high as $85 million based on a maximum of 20% of the Bank of Florida - Southwest banks assets and 10% of the Ft. Lauderdale banks assets as of March 31, 2006.

Capital - The Federal Reserve Board and other bank regulatory agencies require bank holding companies and financial institutions to maintain
capital at adequate levels based on a percentage of assets and off-balance sheet exposures, adjusted for risk weights ranging from 0% to 100%. Under the risk-based standard, capital is classified into two tiers. Tier 1 capital consists of common
stockholders equity, excluding the unrealized gain (loss) on available-for-sale securities, minus certain intangible assets. Tier 2 capital consists of the general allowance for credit losses subject to certain limitations. An
institutions qualifying capital base for purposes of its risk-based capital ratio consists of the sum of its Tier 1 and Tier 2 capital. Bank holding companies and banks are also required to maintain capital at a minimum level based on total
average assets as defined by a leverage ratio.

The regulators define five classifications for measuring capital levels, including 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 (national market) deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required. The regulatory minimum requirements (adequately
capitalized) are 4% for Tier 1, 8% for total risk-based capital, and 4% for the Tier 1 leverage ratio. The minimum requirements for the first three classifications are:



|                       |  |                                 |   |  |                                  |   |  |   |  
|---------------------- |  | ------------------------------- | - |  | -------------------------------- | - |  | - | -
|                       |  | Capital to risk-weighted assets |   |  | Tier 1 capital to average assets |  
|                       |  | Total                           |   |  | Tier 1                           |   | 
|Well capitalized       |  | 10                              | % |  | 6                                | % |  | 5 | %
|Adequately capitalized |  | 8                               | % |  | 4                                | % |  | 4 | %
|Undercapitalized       |  | 6                               | % |  | 3                                | % |  | 3 | %

The Company was considered well capitalized as of March 31, 2006. The following table
reflects the actual capital levels and minimum required levels at March 31, 2006 ($ in thousands):



|                                         |  |        |        |       |                                            |   |        |                                                                               |        |  |      |        |  |       |        |  |       |  
|---------------------------------------- |  | ------ | ------ | ----- | ------------------------------------------ | - | ------ | ----------------------------------------------------------------------------- | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                                         |  | Actual |        |       | MinimumRequiredFor CapitalAdequacyPurposes |   |        | Minimum RequiredTo Be WellCapitalized UnderPrompt CorrectiveActionRegulations |       
|                                         |  | Amount |        | Ratio |                                            |   | Amount |                                                                               | Ratio  |  |      | Amount |  | Ratio |       
|Total capital (to risk weighted assets)  |  |        |        |       |                                            |   |        |                                                                               |        |  |      |        |  |       |        |  |       |  
|Consolidated                             |  | $      | 73,256 |       | 11.88                                      | % |        | $                                                                             | 49,336 |  | 8.00 | %      |  | $     |       |  | N/A   |  
|Bank of Florida - Southwest              |  | $      | 32,917 |       | 10.16                                      | % |        | $                                                                             | 25,907 |  | 8.00 | %      |  | $     | 32,384 |  | 10.00 | %
|Bank of Florida                          |  | $      | 25,079 |       | 11.68                                      | % |        | $                                                                             | 17,171 |  | 8.00 | %      |  | $     | 21,463 |  | 10.00 | %
|Bank of Florida  Tampa Bay              |  | $      | 8,687  |       | 11.39                                      | % |        | $                                                                             | 6,103  |  | 8.00 | %      |  | $     | 7,629  |  | 10.00 | %
|Tier 1 capital (to risk weighted assets) |  |        |        |       |                                            |   |        |                                                                               |        |  |      |        |  |       |        |  |       |  
|Consolidated                             |  | $      | 57,202 |       | 9.28                                       | % |        | $                                                                             | 24,668 |  | 4.00 | %      |  | $     |       |  | N/A   |  
|Bank of Florida - Southwest              |  | $      | 25,323 |       | 7.82                                       | % |        | $                                                                             | 12,954 |  | 4.00 | %      |  | $     | 19,430 |  | 6.00  | %
|Bank of Florida                          |  | $      | 17,280 |       | 8.05                                       | % |        | $                                                                             | 8,585  |  | 4.00 | %      |  | $     | 12,878 |  | 6.00  | %
|Bank of Florida  Tampa Bay              |  | $      | 8,025  |       | 10.52                                      | % |        | $                                                                             | 3,052  |  | 4.00 | %      |  | $     | 4,578  |  | 6.00  | %
|Tier 1 capital (to average assets)       |  |        |        |       |                                            |   |        |                                                                               |        |  |      |        |  |       |        |  |       |  
|Consolidated                             |  | $      | 57,202 |       | 9.46                                       | % |        | $                                                                             | 24,178 |  | 4.00 | %      |  | $     |       |  | N/A   |  
|Bank of Florida - Southwest              |  | $      | 25,323 |       | 8.04                                       | % |        | $                                                                             | 12,604 |  | 4.00 | %      |  | $     | 15,755 |  | 5.00  | %
|Bank of Florida                          |  | $      | 17,280 |       | 7.60                                       | % |        | $                                                                             | 9,100  |  | 4.00 | %      |  | $     | 11,375 |  | 5.00  | %
|Bank of Florida  Tampa Bay              |  | $      | 8,025  |       | 11.32                                      | % |        | $                                                                             | 2,835  |  | 4.00 | %      |  | $     | 3,543  |  | 5.00  | %



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##### Table of Contents

Off-Balance Sheet Financial Instruments The Company is party to financial instruments with
off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include undisbursed lines of credit and standby letters of credit. These instruments involve, to varying degrees,
elements of credit and interest-rate risk in excess of the amounts recognized in the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of the Companys involvement in particular classes of
financial instruments.

The Companys exposure to credit loss in the event of nonperformance by the other party to the financial
instrument for commitments to extend credit and undisbursed loans in process is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments.

Undisbursed lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily
represent future cash requirements. The Company evaluates each customers creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on
managements credit evaluation of the counter party. Standby letters of credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party. Management believes that the Company has
adequate resources to fund all of its commitments.

A summary of the amounts of the Companys financial instruments, with off-balance
sheet risk at March 31, 2006, follows (In thousands):



|                             |  |                 |        
|---------------------------- |  | --------------- | -------
|                             |  | Contract Amount
|Standby letters of credit    |  | $               | 3,693  
|Undisbursed lines of credit  |  | $               | 138,675
|Commitments to extend credit |  | $               | 92,170 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Sensitivity

The objective of interest sensitivity management is to minimize the risk associated with the effect of interest rate changes on the net interest margin
while maintaining net interest income at acceptable levels. Managing this risk involves monthly monitoring of the interest sensitive assets relative to interest sensitive liabilities over specific time intervals. All assets and liabilities are
evaluated as maturing at the earlier of re-pricing date or contractual maturity date. While liabilities without specific terms such as money market, NOW and savings accounts are generally considered core deposits for liquidity purposes, they are
deemed to re-price for purposes of interest rate sensitivity analysis. Management subjectively sets rates on all accounts.

At
March 31, 2006, the Company had $353 million in interest sensitive assets compared to $324 million in interest sensitive liabilities that will mature or reprice within a year, resulting in a positive gap position of $29.0 million or 4.9%.
Within the first 90 days of a rate change, the Company is positively gapped by $260 million, reflecting, among other factors, that 48% of the portfolio (including cash flow) will reprice with a prime rate change.

A positive gap position represents a greater amount of interest sensitive assets re-pricing (or maturing). In this instance, the impact on net interest
income would be positive in a rising rate environment and negative if rates were to decline. Conversely, a negative gap position is indicative of a bank that has a greater amount of interest sensitive liabilities re-pricing (or maturing) than it
does interest sensitive assets, in a given time interval. Thus, an increase in rates would negatively impact net interest income, as the cost of interest bearing liabilities would increase prior to the increase in the yield on interest-earning
assets.

The impact on net interest income described above is general, as other factors would additionally maximize or minimize the effect.
For example, a change in the prime interest rate could effect an immediate change in rates on prime-related assets, whereas a liability that reprices according to changes in Treasury rates might (1) lag in the timing of the change and
(2) change rates in an amount less than the change in the prime interest rate. In addition, in the case of an expanding balance sheet with the Companys characteristics, the 180 day period at which the gap turns negative could be
continuously pushed further out in a rising rate environment.



26



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##### Table of Contents

The following is a consolidated maturity and repricing analysis of rate sensitive assets and liabilities
as of March 31, 2006.



|                                                                                                |  |                        |         |   |            |   |         |             |  |   |            |    |  |       |         |   |  |   |        
|----------------------------------------------------------------------------------------------- |  | ---------------------- | ------- | - | ---------- | - | ------- | ----------- |  | - | ---------- | -- |  | ----- | ------- | - |  | - | -------
|                                                                                                |  | 0-90DAYS               |         |   | 91-180DAYS |   |         | 181-365DAYS |  |   | OVER 1YEAR |    |  | TOTAL
|                                                                                                |  | (Dollars in Thousands)
|Interest-earning assets:                                                                        |  |                        |         |   |            |   |         |             |  |   |            |    |  |       |         |   |  |   |        
|Federal funds sold                                                                              |  | $                      | 16,220  |   |            | $ |        |             |  | $ |           |    |  | $     |        |   |  | $ | 16,220 
|Due from banks and investment securities (including required investments in FHLB and FRB stock) |  |                        | 2,042   |   |            |   | 1,534   |             |  |   |           |    |  |       | 18,390  |   |  |   | 21,966 
|Loans                                                                                           |  |                        | 307,573 |   |            |   | 12,979  |             |  |   | 12,724     |    |  |       | 217,802 |   |  |   | 551,078
|                                                                                                |  |                        |         |   |            |   |         |             |  |   |            |    |  |       |         |   |  |   |        
|Total interest-earning assets                                                                   |  |                        | 325,835 |   |            |   | 14,513  |             |  |   | 12,724     |    |  |       | 236,192 |   |  |   | 589,264
|                                                                                                |  |                        |         |   |            |   |         |             |  |   |            |    |  |       |         |   |  |   |        
|Interest-bearing deposits (Non-CDs)                                                             |  |                        | 17,337  |   |            |   | 40,861  |             |  |   | 81,723     |    |  |       | 88,533  |   |  |   | 228,454
|Certificates of deposit                                                                         |  |                        | 38,062  |   |            |   | 65,585  |             |  |   | 67,533     |    |  |       | 49,105  |   |  |   | 220,285
|Other borrowings                                                                                |  |                        | 10,000  |   |            |   |        |             |  |   | 3,000      |    |  |       | 11,000  |   |  |   | 24,000 
|                                                                                                |  |                        |         |   |            |   |         |             |  |   |            |    |  |       |         |   |  |   |        
|Total interest-bearing liabilities                                                              |  |                        | 65,399  |   |            |   | 106,446 |             |  |   | 152,256    |    |  |       | 148,638 |   |  |   | 472,739
|                                                                                                |  |                        |         |   |            |   |         |             |  |   |            |    |  |       |         |   |  |   |        
|Interest Sensitivity Gap:                                                                       |  |                        |         |   |            |   |         |             |  |   |            |    |  |       |         |   |  |   |        
|Rate sensitive assets less rate sensitive liabilities                                           |  | $                      | 260,436 |   |            | $ | (91,933 | )           |  | $ | (139,532   | )  |  | $     | 87,554  |   |  | $ | 116,525
|                                                                                                |  |                        |         |   |            |   |         |             |  |   |            |    |  |       |         |   |  |   |        
|Cumulative interest sensitivity gap                                                             |  | $                      | 260,436 |   |            | $ | 168,503 |             |  | $ | 28,971     |    |  | $     | 116,525 |   |  |   |        
|                                                                                                |  |                        |         |   |            |   |         |             |  |   |            |    |  |       |         |   |  |   |        
|Interest sensitivity gap ratio                                                                  |  |                        | 44.3    | % |            |   | (15.6   | )%          |  |   | (23.7      | )% |  |       | 14.9    | % |  |   |        
|                                                                                                |  |                        |         |   |            |   |         |             |  |   |            |    |  |       |         |   |  |   |        
|Cumulative interest sensitivity gap ratio                                                       |  |                        | 44.3    | % |            |   | 28.6    | %           |  |   | 4.9        | %  |  |       | 19.8    | % |  |   |        
|                                                                                                |  |                        |         |   |            |   |         |             |  |   |            |    |  |       |         |   |  |   |        

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES

LITIGATION REFORM ACT OF 1995

Certain statements in
this quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements generally can be identified by the use of forward-looking terminology,
such as may, will, expect, estimate, anticipate, believe, target, plan, project, or continue or the negatives thereof or other
variations thereon or similar terminology, and are made on the basis of managements plans and current analyses of Bancshares of Florida, Inc., its business and the industry as a whole. These forward-looking statements are subject to risks and
uncertainties, including, but not limited to, economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. The above factors, in some cases, have affected, and in the future could affect Bancshares
of Florida, Inc.s financial performance and could cause actual results for fiscal 2005 and beyond to differ materially from those expressed or implied in such forward-looking statements. Bancshares of Florida, Inc. does not undertake to
publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.



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##### Table of Contents

Item 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Bancshares of Florida, Inc. maintains controls and procedures designed to ensure that information required to be disclosed in the reports that Bancshares
of Florida, Inc. files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon
managements evaluation of those controls and procedures performed within the 90 days preceding the filing of this Report, the Chief Executive Officer and Chief Financial Officer of Bancshares of Florida, Inc. concluded that, subject to the
limitations noted below, Bancshares of Florida, Inc.s disclosure controls and procedures(as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the
Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commissions rules and forms.

(b) Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f). Such internal controls over financial reporting were designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based upon our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over
financial reporting was effective as of March 31, 2006. Our managements assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005 has been audited by Hacker, Johnson & Smith PA,
an independent registered public accounting firm, as stated in their report included in our Form 10-K for the year ended December 31, 2005.

(c)
Changes in Internal Controls

Bancshares of Florida, Inc. has made no significant changes in its internal controls over financial
reporting during the quarter ended March 31, 2006 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

(d) Limitations on the Effectiveness of Controls

Our management, including our Chief
Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Bancshares of Florida, Inc. have been detected. These inherent
limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of
two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



28



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##### Table of Contents

PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time-to-time, the Company may be involved in various legal proceedings
arising in the ordinary course of business. Management believes that the ultimate aggregate liabilities arising form these proceedings, if any, will not have a material adverse effect on our financial condition or results of operations.

ITEM 6. EXHIBITS

The following exhibits are filed with the Securities and Exchange Commission and are
incorporated by reference into this Form 10-Q. The exhibits which are denominated by an (a.) were previously filed as a part of a Registration Statement on Form SB-2 for Bancshares of Florida with the SEC on March 24, 1999, File
No. 333-74997. The exhibits which are denominated by a (b.) were previously filed as a part of Amendment No. 1 to Form SB-2, filed with the SEC on May 7, 1999. The exhibits which are denominated by a (c.) were previously filed as a
part of Form 10-KSB filed with the SEC on March 30, 2000. The exhibits which are denominated by a (d.) were previously filed as a part of an exhibit to Form 10-QSB/A-1 filed on December 3, 2001. The exhibits which are denominated by an
(e.) were previously filed as a part of a Registration Statement on Form SB-2 for Bancshares of Florida with the SEC on December 28, 2001, File No. 333-76094. The exhibits which are denominated by an (f.) were previously filed as part of a
Form 10-QSB/A filed on September 10, 2002. The exhibit numbers correspond to the exhibit numbers in the referenced document. (g.) were previously filed as a part of Form 10-KSB filed with the SEC on March 30, 2003. The exhibits which are
denominated by an (h.) were previously filed as part of a Form 10-QSB/A filed on August 12, 2003. The exhibits which are denominated by an (i.) were previously filed as part of a Registration Statement on Form SB-2 filed with the SEC on
June 24, 2004, File No. 333-116833. The exhibits which are denominated by an (j.) were previously filed as part of a Form 10-KSB filed with the SEC on March 30, 2005. The exhibits that are denominated by an (k.) were previously filed
as part of Form 10-Q filed with the SEC on August 4, 2005. The exhibits that are denominated by an (l.) were previously filed as part of Form 10-Q filed with the SEC on November 3, 2005. The exhibits that are denominated by a (m.) were
previously filed as part of Form 10-K filed with the SEC on March 13,2006. The exhibit numbers correspond to the exhibit numbers in the referenced document.



|               |  |                                                                                         
|-------------- |  | ----------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                  
|m.2.1          |  | Agreement and Plan of Merger to acquire Bristol Bank dated March 7, 2006                
|               | 
|k.3.1          |  | Amended and Restated Articles of Incorporation                                          
|               | 
|a.3.2          |  | Bylaws                                                                                  
|               | 
|b.4.1          |  | Specimen Common Stock Certificate                                                       
|               | 
|b.4.3          |  | Form of Stock Purchase Warrant1999 Offering                                            
|               | 
|e.4.4          |  | Form of Stock Purchase Warrant2002 Offering                                            
|               | 
|i.4.5          |  | Form of Stock Purchase Warrant A 2004 Offering                                         
|               | 
|i.4.6          |  | Form of Stock Purchase Warrant B 2004 Offering                                         
|               | 
|l.10.1         |  | Amended and Restated Employment Agreement of Michael L. McMullan, dated February 1, 2005
|               | 
|l.10.1.1       |  | Amendment to Employment Agreement of Martin P. Mahan dated February 1, 2005             
|               | 
|c.10.4         |  | 1999 Stock Option Plan                                                                  
|               | 
|c.10.5         |  | Form of Incentive Stock Option Agreement                                                
|               | 
|d.10.6         |  | Employment Agreement of Craig D. Sherman, dated as of May 3, 1999                       
|               | 
|f.10.6.1       |  | Amendment to Employment Agreement of Craig Sherman, dated as of July 30, 2001           
|               | 
|f.10.8         |  | Employment Agreement of John B. James, dated as of October 1, 2001                      
|               | 
|f.10.9         |  | Lease between Citizens Reserve, LLC and Citizens National Bank of Southwest Florida     
|               | 
|h.10.13        |  | Employee Severance Agreement of John S. Chaperon, dated as of March 1, 2003             
|               | 
|j.10.14        |  | Employment Agreement of Julie W. Husler, dated as of May 1, 2002                        



29



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##### Table of Contents

|               |  |                                                                                                                
|-------------- |  | ---------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                         
|m.10.15        |  | Change in Control Agreement of Jim Goehler, dated November 30, 2005                                            
|               | 
|m.10.16        |  | Change in Control Agreement of Daniel Taylor, dated March 18, 2005                                             
|               | 
|10.17          |  | Change in Control Agreement of Sharon I. Hill, dated March 21, 2006                                            
|               | 
|j.14.1         |  | Code of Ethical Conduct                                                                                        
|               | 
|21.1           |  | Subsidiaries of the Registrant                                                                                 
|               | 
|31.1           |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - President and Chief Executive Officer
|               | 
|31.2           |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer              
|               | 
|32.1           |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  President and Chief Executive Officer
|               | 
|32.2           |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Chief Financial Officer              



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##### Table of Contents

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                   |  |                             |  |                                                                     
|------------------ |  | --------------------------- |  | --------------------------------------------------------------------
|                   |  | BANCSHARES OF FLORIDA, INC.
|                   |  |                            
|Dated: May 3, 2006 |  | By:                         |  | /s/ MICHAEL L. MCMULLAN                                             
|                   |  |                             |  | Michael L. McMullan                                                 
|                   |  |                             |  | Chief Executive Officer (Principal Executive Officer)               
|                   |  |                            
|Dated: May 3, 2006 |  | By:                         |  | /s/ Tracy L. Keegan                                                 
|                   |  |                             |  | Tracy L. Keegan                                                     
|                   |  |                             |  | Chief Financial Officer (Principal Financial and Accounting Officer)



31