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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities
Exchange Act of 1934

For the Quarterly Period Ended June 30, 2008

Commission File Number 000-50091





BANK OF FLORIDA CORPORATION





A Florida Corporation

IRS Employer
Identification No. 59-3535315

1185 Immokalee Road

Naples, Florida 34110

(239) 254-2100





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   |  |  ̈ |  | Smaller reporting company |  |  ̈

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 July 31, 2008 was 12,779,020 shares of $.01 par value common stock.









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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

Index



|           |  |                                                                                                                      |  |     
|---------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                                      |  | Page
|PART I.    |  | Financial Information                                                                                                |  |     
|           |  |                                                                                                                     
|Item 1.    |  | Financial Statements (Unaudited)                                                                                     |  |     
|           |  |                                                                                                                     
|           |  | Condensed Consolidated Balance Sheets June 30, 2008 and December 31, 2007                                            |  | 1   
|           |  |                                                                                                                     
|           |  | Condensed Consolidated Statements of Income - Three and six-months ended June 30, 2008 and 2007                      |  | 2   
|           |  |                                                                                                                     
|           |  | Condensed Consolidated Statement of Stockholders Equity - Six-months ended June 30, 2008                            |  | 3   
|           |  |                                                                                                                     
|           |  | Condensed Consolidated Statements of Comprehensive Income (Loss) - Three and six-months ended June 30, 2008 and 2007 |  | 3   
|           |  |                                                                                                                     
|           |  | Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 2008 and 2007                            |  | 4   
|           |  |                                                                                                                     
|           |  | Notes to the Condensed Consolidated Financial Statements                                                             |  | 5   
|           |  |                                                                                                                     
|           |  | Selected Quarterly Consolidated Financial Data                                                                       |  | 17  
|           |  |                                                                                                                     
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                                 |  |     
|           |  |                                                                                                                     
|           |  | Overview                                                                                                             |  | 18  
|           |  |                                                                                                                     
|           |  | Critical Accounting Policies                                                                                         |  | 18  
|           |  |                                                                                                                     
|           |  | Executive Summary                                                                                                    |  | 19  
|           |  |                                                                                                                     
|           |  | Analysis of Financial Condition                                                                                      |  | 19  
|           |  |                                                                                                                     
|           |  | Analysis of Results of Operations                                                                                    |  | 20  
|           |  |                                                                                                                     
|           |  | Liquidity and Capital Resources                                                                                      |  | 22  
|           |  |                                                                                                                     
|Item 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                                           |  | 24  
|           |  |                                                                                                                     
|Item 4.    |  | Controls and Procedures                                                                                              |  | 24  
|           |  |                                                                                                                     
|PART II.   |  | Other Information                                                                                                    |  |     
|           |  |                                                                                                                     
|Item 1.    |  | Legal Proceedings                                                                                                    |  | 26  
|           |  |                                                                                                                     
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                                  |  | 26  
|           |  |                                                                                                                     
|Item 6.    |  | Exhibits                                                                                                             |  | 26  
|           |  |                                                                                                                     
|Signatures |  |                                                                                                                      |  | 28  



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2008 and December 31, 2007

(In Thousands, except share and per share data)



|                                                                                                                                                                           |  |              |           |   |                  |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                           |  | June 30,2008 |           |   | December 31,2007 |  
|                                                                                                                                                                           |  | (Unaudited)  |           |   |                  |  
|ASSETS                                                                                                                                                                     |  |              |           |   |                  |   |           |  
|Cash and due from banks                                                                                                                                                    |  | $            | 16,449    |   |                  | $ | 14,357    |  
|Interest-bearing deposits due from other banks                                                                                                                             |  |              | 553       |   |                  |   | 3,031     |  
|Federal funds sold                                                                                                                                                         |  |              | 250       |   |                  |   | -         |  
|                                                                                                                                                                           |  |              |           |   |                  |   |           |  
|TOTAL CASH AND CASH EQUIVALENTS                                                                                                                                            |  |              | 17,252    |   |                  |   | 17,388    |  
|                                                                                                                                                                           |  |             
|Securities held to maturity                                                                                                                                                |  |              | 3,315     |   |                  |   | 3,314     |  
|Securities available for sale                                                                                                                                              |  |              | 89,227    |   |                  |   | 34,694    |  
|Loans held for sale                                                                                                                                                        |  |              | 6,629     |   |                  |   | 417       |  
|                                                                                                                                                                           |  |             
|Loans held for investment                                                                                                                                                  |  |              | 1,185,104 |   |                  |   | 1,144,345 |  
|Less: Allowance for loan losses                                                                                                                                            |  |              | 13,232    |   |                  |   | 14,431    |  
|                                                                                                                                                                           |  |              |           |   |                  |   |           |  
|NET LOANS HELD FOR INVESTMENT                                                                                                                                              |  |              | 1,171,872 |   |                  |   | 1,129,914 |  
|                                                                                                                                                                           |  |             
|Restricted securities, Federal Home Loan Bank stock, at cost                                                                                                               |  |              | 9,913     |   |                  |   | 9,117     |  
|Premises and equipment                                                                                                                                                     |  |              | 30,405    |   |                  |   | 29,782    |  
|Accrued interest receivable                                                                                                                                                |  |              | 5,095     |   |                  |   | 5,564     |  
|Cash surrender value of life insurance                                                                                                                                     |  |              | 3,452     |   |                  |   | 3,383     |  
|Deferred tax asset                                                                                                                                                         |  |              | 5,737     |   |                  |   | 5,607     |  
|Goodwill                                                                                                                                                                   |  |              | 61,960    |   |                  |   | 62,202    |  
|Intangible asset                                                                                                                                                           |  |              | 3,131     |   |                  |   | 3,395     |  
|Other assets                                                                                                                                                               |  |              | 6,701     |   |                  |   | 5,711     |  
|                                                                                                                                                                           |  |              |           |   |                  |   |           |  
|TOTAL ASSETS                                                                                                                                                               |  | $            | 1,414,689 |   |                  | $ | 1,310,488 |  
|                                                                                                                                                                           |  |              |           |   |                  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                       |  |              |           |   |                  |   |           |  
|                                                                                                                                                                           |  |             
|Deposits                                                                                                                                                                   |  | $            | 1,012,408 |   |                  | $ | 937,116   |  
|Federal funds purchased                                                                                                                                                    |  |              |          |   |                  |   | 250       |  
|Subordinated debt                                                                                                                                                          |  |              | 16,000    |   |                  |   | 16,000    |  
|Other Borrowings                                                                                                                                                           |  |              | 20,000    |   |                  |   |          |  
|Federal home loan bank advances                                                                                                                                            |  |              | 165,282   |   |                  |   | 155,090   |  
|Accrued interest payable                                                                                                                                                   |  |              | 1,713     |   |                  |   | 1,761     |  
|Accrued expenses and other liabilities                                                                                                                                     |  |              | 1,794     |   |                  |   | 1,340     |  
|                                                                                                                                                                           |  |              |           |   |                  |   |           |  
|TOTAL LIABILITIES                                                                                                                                                          |  |              | 1,217,197 |   |                  |   | 1,111,557 |  
|                                                                                                                                                                           |  |              |           |   |                  |   |           |  
|                                                                                                                                                                           |  |             
|Stockholders Equity:                                                                                                                                                      |  |              |           |   |                  |   |           |  
|Series A Preferred stock, par value $.01 per share, no shares designated, authorized, issued or outstanding at June 30, 2008 and
December 31, 2007, respectively           |  |              |          |   |                  |   |          |  
|Undesignated Preferred stock, par value $.01 per share, 1,000,000 shares authorized, no shares issued and outstanding at June 30, 2008
and December 31, 2007, respectively |  |              |          |   |                  |   |          |  
|Common stock, par value $.01 per share, 20,000,000 shares authorized, 12,779,020 shares issued and outstanding at June 30, 2008 and
December 31, 2007, respectively        |  |              | 128       |   |                  |   | 128       |  
|Additional paid-in capital                                                                                                                                                 |  |              | 199,706   |   |                  |   | 199,576   |  
|Accumulated deficit                                                                                                                                                        |  |              | (1,571    | ) |                  |   | (1,808    | )
|Accumulated other comprehensive income (loss)                                                                                                                              |  |              | (771      | ) |                  |   | 1,035     |  
|                                                                                                                                                                           |  |              |           |   |                  |   |           |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                                 |  |              | 197,492   |   |                  |   | 198,931   |  
|                                                                                                                                                                           |  |              |           |   |                  |   |           |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                 |  | $            | 1,414,689 |   |                  | $ | 1,310,488 |  
|                                                                                                                                                                           |  |              |           |   |                  |   |           |  

See accompanying notes to condensed consolidated financial statements.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Three and Six-Months Ended June 30, 2008 and 2007

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



|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|--------------------------------------------------- |  | --------------------------- | ---------- | ------------------------- | ---- | - | ---------- |  | - | ---------- | - |  | - | ----------
|                                                    |  | Three-months ended June 30, |            | Six-months ended June 30,
|                                                    |  | 2008                        |            |                           | 2007 |   | 2008       |  |   | 2007      
|INTEREST INCOME                                     |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|                                                    |  |                             |            |                          
|Interest and fees on loans                          |  | $                           | 19,634     |                           |      | $ | 20,409     |  | $ | 39,827     |   |  | $ | 36,422    
|Interest on securities and other                    |  |                             | 1,349      |                           |      |   | 674        |  |   | 2,053      |   |  |   | 1,290     
|Interest on federal funds sold                      |  |                             | 11         |                           |      |   | 168        |  |   | 38         |   |  |   | 270       
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|TOTAL INTEREST INCOME                               |  |                             | 20,994     |                           |      |   | 21,251     |  |   | 41,918     |   |  |   | 37,982    
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|INTEREST EXPENSE                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|                                                    |  |                             |            |                          
|Interest on deposits                                |  |                             | 7,822      |                           |      |   | 8,706      |  |   | 16,131     |   |  |   | 15,356    
|Interest on subordinated debt                       |  |                             | 199        |                           |      |   | 277        |  |   | 495        |   |  |   | 484       
|Interest on Federal Home Loan Bank advances         |  |                             | 1,626      |                           |      |   | 1,136      |  |   | 3,213      |   |  |   | 1,878     
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|TOTAL INTEREST EXPENSE                              |  |                             | 9,647      |                           |      |   | 10,119     |  |   | 19,839     |   |  |   | 17,718    
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|NET INTEREST INCOME                                 |  |                             | 11,347     |                           |      |   | 11,132     |  |   | 22,079     |   |  |   | 20,264    
|                                                    |  |                             |            |                          
|PROVISION FOR LOAN LOSSES                           |  |                             | 1,585      |                           |      |   | 624        |  |   | 2,273      |   |  |   | 1,200     
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                             | 9,762      |                           |      |   | 10,508     |  |   | 19,806     |   |  |   | 19,064    
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|NONINTEREST INCOME                                  |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|Service charges and fees                            |  |                             | 491        |                           |      |   | 520        |  |   | 985        |   |  |   | 908       
|Trust fees                                          |  |                             | 679        |                           |      |   | 723        |  |   | 1,418      |   |  |   | 1,439     
|(Loss) Gain on sale of assets, net                  |  |                             | (121       | )                         |      |   | 58         |  |   | (59        | ) |  |   | 214       
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|TOTAL NONINTEREST INCOME                            |  |                             | 1,049      |                           |      |   | 1,301      |  |   | 2,344      |   |  |   | 2,561     
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|NONINTEREST EXPENSES                                |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|Salaries and employee benefits                      |  |                             | 5,327      |                           |      |   | 5,466      |  |   | 10,822     |   |  |   | 10,024    
|Occupancy                                           |  |                             | 1,707      |                           |      |   | 1,379      |  |   | 3,427      |   |  |   | 2,524     
|Equipment rental, depreciation and maintenance      |  |                             | 854        |                           |      |   | 551        |  |   | 1,667      |   |  |   | 968       
|Data processing                                     |  |                             | 581        |                           |      |   | 623        |  |   | 1,152      |   |  |   | 1,218     
|Stationary, postage and office supplies             |  |                             | 227        |                           |      |   | 197        |  |   | 456        |   |  |   | 375       
|Professional fees                                   |  |                             | 475        |                           |      |   | 392        |  |   | 985        |   |  |   | 761       
|Advertising, marketing and public relations         |  |                             | 124        |                           |      |   | 151        |  |   | 311        |   |  |   | 390       
|Other                                               |  |                             | 1,475      |                           |      |   | 986        |  |   | 2,897      |   |  |   | 1,839     
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|TOTAL NONINTEREST EXPENSES                          |  |                             | 10,770     |                           |      |   | 9,745      |  |   | 21,717     |   |  |   | 18,099    
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|INCOME BEFORE INCOME TAXES                          |  |                             | 41         |                           |      |   | 2,064      |  |   | 433        |   |  |   | 3,526     
|                                                    |  |                             |            |                          
|Income taxes                                        |  |                             | 37         |                           |      |   | 824        |  |   | 196        |   |  |   | 1,421     
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|NET INCOME                                          |  | $                           | 4          |                           |      | $ | 1,240      |  | $ | 237        |   |  | $ | 2,105     
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|NET INCOME PER SHARE: BASIC                         |  | $                           | 0.00       |                           |      | $ | 0.10       |  | $ | 0.02       |   |  | $ | 0.20      
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|NET INCOME PER SHARE: DILUTED                       |  | $                           | 0.00       |                           |      | $ | 0.10       |  | $ | 0.02       |   |  | $ | 0.19      
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|WEIGHTED-AVERAGE SHARES OUTSTANDING: BASIC          |  |                             | 12,779,020 |                           |      |   | 11,894,845 |  |   | 12,779,020 |   |  |   | 10,748,279
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|WEIGHTED-AVERAGE SHARES OUTSTANDING: DILUTED        |  |                             | 12,779,020 |                           |      |   | 12,060,332 |  |   | 12,779,020 |   |  |   | 10,932,548
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|DIVIDENDS PER SHARE                                 |  | $                           |           |                           |      | $ |           |  | $ |           |   |  | $ |          
|                                                    |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           

See accompanying notes to condensed consolidated financial statements.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

Six-Months Ended June 30, 2008 (unaudited)

(In Thousands, except share and per share data)



|                                                                   |  |              |  |                          |     |  |             |         |                                        |   |        |   |  |   |        |   |  |   |         |  
|------------------------------------------------------------------ |  | ------------ |  | ------------------------ | --- |  | ----------- | ------- | -------------------------------------- | - | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                                   |  | Common Stock |  | AdditionalPaid-InCapital |     |  |             |         | AccumulatedComprehensiveIncome /(Loss) |   |        |   | 
|                                                                   |  | Shares       |  |                          |     |  | Accumulated |         |                                        |   |        |  
|                                                                   |  | Issued       |  | Amount                   |     |  | Deficit     |         |                                        |   | Total  |  
|Balance as of December 31, 2007                                    |  | 12,779,020   |  | $                        | 128 |  | $           | 199,576 |                                        | $ | (1,808 | ) |  | $ | 1,035  |   |  | $ | 198,931 |  
|Net income                                                         |  |             |  |                          |    |  |             |        |                                        |   | 237    |   |  |   |       |   |  |   | 237     |  
|Paid-in-capital from stock compensation expense                    |  |             |  |                          |    |  |             | 130     |                                        |   |       |   |  |   |       |   |  |   | 130     |  
|Changes in fair value of interest rate swap, net of tax            |  |             |  |                          |    |  |             |        |                                        |   |       |   |  |   | 13     |   |  |   | 13      |  
|Changes in fair value on available for sale securities, net of tax |  |             |  |                          |    |  |             |        |                                        |   |       |   |  |   | (1,819 | ) |  |   | (1,819  | )
|                                                                   |  |              |  |                          |     |  |             |         |                                        |   |        |   |  |   |        |   |  |   |         |  
|Balance, June 30, 2008                                             |  | 12,779,020   |  | $                        | 128 |  | $           | 199,706 |                                        | $ | (1,571 | ) |  | $ | (771   | ) |  | $ | 197,492 |  
|                                                                   |  |              |  |                          |     |  |             |         |                                        |   |        |   |  |   |        |   |  |   |         |  

See accompanying notes to condensed consolidated financial statements.

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands) (unaudited)



|                                                                                                                                   |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |       |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ----- | -
|                                                                                                                                   |  | Three-months ended June 30, |        |   | Six-months ended June 30, |  
|                                                                                                                                   |  | 2008                        |        |   | 2007                      |   |       | 2008 |  |   | 2007   |  
|Net income                                                                                                                         |  | $                           | 4      |   |                           | $ | 1,240 |      |  | $ | 237    |   |  | $ | 2,105 |  
|Other comprehensive income :                                                                                                       |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |       |  
|Unrealized losses on available-for-sale securities:                                                                                |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |       |  
|Unrealized holding losses arising during the period, net of income tax benefit of $1,249, $393, $1,115 and $370, respectively      |  |                             | (2,039 | ) |                           |   | (641  | )    |  |   | (1,819 | ) |  |   | (613  | )
|Unrealized (losses) gains on interest rate swap:                                                                                   |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |       |  
|Unrealized holding (losses) gains arising during the period, net of income taxes (benefit) of ($654), $0, $8, and $0,
respectively |  |                             | (1,068 | ) |                           |   |      |      |  |   | 13     |   |  |   |      |  
|                                                                                                                                   |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |       |  
|Comprehensive income (loss)                                                                                                        |  | $                           | (3,103 | ) |                           | $ | 599   |      |  | $ | (1,569 | ) |  | $ | 1,492 |  
|                                                                                                                                   |  |                             |        |   |                           |   |       |      |  |   |        |   |  |   |       |  

See accompanying notes to condensed consolidated financial statements.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six-Months Ended June 30, 2008 and 2007

(In Thousands)



|                                                                                            |  |                           |          |   |      |   |          |  
|------------------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                            |  | (unaudited)               |         
|                                                                                            |  | Six-Months Ended June 30, |         
|                                                                                            |  | 2008                      |          |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                        |  |                           |          |   |      |   |          |  
|Net income                                                                                  |  | $                         | 237      |   |      | $ | 2,105    |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                           |          |   |      |   |          |  
|Depreciation and amortization                                                               |  |                           | 1,542    |   |      |   | 886      |  
|Provision for loan losses                                                                   |  |                           | 2,273    |   |      |   | 1,200    |  
|Accretion of deferred loan fees and costs, net                                              |  |                           | (675     | ) |      |   | (472     | )
|Amortization of premiums and discounts on investments, net                                  |  |                           | (58      | ) |      |   | (54      | )
|Loss on sale of fixed assets, net                                                           |  |                           | 159      |   |      |   |         |  
|Gain on sale of other real estate owned, net                                                |  |                           | (26      | ) |      |   |         |  
|Gain on sale of loans held for sale, net                                                    |  |                           | (74      | ) |      |   | (130     | )
|Proceeds from sale of loans held for sale                                                   |  |                           | 37,181   |   |      |   | 41,698   |  
|Originations of loans held for sale                                                         |  |                           | (25,577  | ) |      |   | (42,200  | )
|Amortization of intangible assets                                                           |  |                           | 264      |   |      |   | 222      |  
|Decrease (Increase) in accrued interest receivable                                          |  |                           | 469      |   |      |   | (235     | )
|Deferred income taxes                                                                       |  |                           | 959      |   |      |   |         |  
|Increase in cash surrender value of bank-owned life insurance                               |  |                           | (69      | ) |      |   | (66      | )
|(Increase) Decrease in other assets                                                         |  |                           | (1,883   | ) |      |   | 323      |  
|Stock compensation expense                                                                  |  |                           | 130      |   |      |   | 188      |  
|Decrease in accrued interest payable                                                        |  |                           | (48      | ) |      |   | (27      | )
|Increase (Decrease) in accrued expenses and other liabilities                               |  |                           | 424      |   |      |   | (3,716   | )
|                                                                                            |  |                           |          |   |      |   |          |  
|NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                         |  |                           | 15,228   |   |      |   | (278     | )
|                                                                                            |  |                           |          |   |      |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                        |  |                           |          |   |      |   |          |  
|Net increase in loans held for investment                                                   |  |                           | (61,580  | ) |      |   | (104,669 | )
|Purchase of securities available for sale                                                   |  |                           | (67,822  | ) |      |   |         |  
|Purchase of FHLB stock                                                                      |  |                           | (796     | ) |      |   | (2,328   | )
|Proceeds from maturing securities and principal payments on available-for-sale securities   |  |                           | 10,430   |   |      |   | 4,097    |  
|Proceeds from sale of other real estate                                                     |  |                           | 1,494    |   |      |   |         |  
|Net cash acquired in business acquisition                                                   |  |                           |         |   |      |   | 11,834   |  
|Sale of securities available-for-sale                                                       |  |                           |         |   |      |   | 16,142   |  
|Purchase of premises and equipment, net                                                     |  |                           | (2,324   | ) |      |   | (2,223   | )
|                                                                                            |  |                           |          |   |      |   |          |  
|NET CASH USED IN INVESTING ACTIVITIES                                                       |  |                           | (120,598 | ) |      |   | (77,147  | )
|                                                                                            |  |                           |          |   |      |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                        |  |                           |          |   |      |   |          |  
|Net increase in deposits                                                                    |  |                           | 75,292   |   |      |   | 30,405   |  
|Proceeds from other borrowings                                                              |  |                           | 20,000   |   |      |   |         |  
|Payment of Other Borrowings                                                                 |  |                           | (250     | ) |      |   |         |  
|Proceeds from FHLB Advances                                                                 |  |                           | 619,000  |   |      |   | 248,750  |  
|Repayment of FHLB Advances                                                                  |  |                           | (608,808 | ) |      |   | (196,752 | )
|Tax benefits from exercise of stock options and warrants                                    |  |                           |         |   |      |   | 89       |  
|Net proceeds from issuance of common stock                                                  |  |                           |         |   |      |   | 1,283    |  
|                                                                                            |  |                           |          |   |      |   |          |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                   |  |                           | 105,234  |   |      |   | 83,775   |  
|                                                                                            |  |                           |          |   |      |   |          |  
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                        |  |                           | (136     | ) |      |   | 6,350    |  
|CASH AND CASH EQUIVALENTS:                                                                  |  |                           |          |   |      |   |          |  
|                                                                                            |  |                          
|Beginning of period                                                                         |  |                           | 17,388   |   |      |   | 27,744   |  
|                                                                                            |  |                           |          |   |      |   |          |  
|End of period                                                                               |  | $                         | 17,252   |   |      | $ | 34,094   |  
|                                                                                            |  |                           |          |   |      |   |          |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                            |  |                           |          |   |      |   |          |  
|Cash paid during the period for:                                                            |  |                           |          |   |      |   |          |  
|Interest                                                                                    |  | $                         | 19,886   |   |      | $ | 17,248   |  
|Income Taxes                                                                                |  |                           | 380      |   |      |   | 950      |  
|                                                                                            |  |                          
|Noncash Transactions:                                                                       |  |                           |          |   |      |   |          |  
|Unrealized holding loss on securities available-for-sale                                    |  |                           | (1,819   | ) |      |   | (613     | )
|Unrealized holding loss on derivatives                                                      |  |                           | 13       |   |      |   |         |  
|(Decrease) Increase in Goodwill                                                             |  |                           | (242     | ) |      |   | 75       |  
|Transfer of Loans to Other Real Estate Owned                                                |  |                           | 554      |   |      |   |         |  
|Transfer of Loans to Loans Held for Sale                                                    |  |                           | 17,742   |   |      |   |         |  

See accompanying notes to condensed consolidated financial statements.



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##### Table of Contents

BANK OF FLORIDA CORPORATION 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 June 30, 2008 and December 31,
2007, and the results of operations for the three and six-month periods ended June 30, 2008 and 2007, the cash flows for the six months ended June 30, 2008 and 2007, and the stockholders equity for the six months ended June 30,
2008.

The consolidated financial statements of Bank of Florida Corporation (the Company) include the accounts of the Company
and its wholly-owned subsidiaries, Bank of Florida  Southwest, Bank of FloridaSoutheast, and Bank of Florida  Tampa Bay (collectively referred to as the Banks), and Bank of Florida Trust Company. All significant
intercompany balances and transactions have been eliminated. The Company operates as one reportable segment, Banking and Related Services.

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 2007 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 2007 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, 2008 or any other interim period.

Reclassifications:

Certain reclassifications have been made to prior period financial statements to conform to the June 30, 2008 financial statement presentation. These
reclassifications only changed the reporting categories but did not affect our results of operations or financial position.

NOTE 2Stock-based
Compensation

In 2000, the Company adopted the 1999 Stock Option 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, authorized grants of options to purchase no less than 11.5% of outstanding shares. The 2006 Stock Compensation Plan (the Plan) authorized
12% of common shares issued after April 3, 2006 plus 58,154 shares which were available for grant under the prior plan.

This Plan
provides for the grant of the following: options to purchase common stock; restricted shares of common stock (which may be subject to both grant and forfeiture conditions) (Restricted Stock); units (which are a contractual right for a
recipient to receive shares of Restricted Stock at a certain date or upon the occurrence of a certain event); and stock appreciation rights (entitling the grantee to receive the difference in value between the



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 2Stock-based
Compensation (Contd)



underlying common stock on the date of exercise and the value of such stock on the date of grant) (SARS), which may be either freestanding or
granted in tandem with an option. Options to purchase common stock may be either incentive stock options (ISOs), which are intended to satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the
Code), or non-qualified stock options (NQOs) which are not intended to satisfy the requirements of Section 422 of the Code.

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 grant of options at the discretion of the Board of
Directors or a committee designated by the Board 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
committee shall determine the period during which stock options vest at the date of grant. The Plan will terminate on June 8, 2016. At June 30, 2008, there were 762,193 shares available for grant under the Plan.

The total fair value of shares vested and recognized as compensation expense for the three months ended June 30, 2008 and 2007 was $60,000 and
$94,000, respectively. The total fair value of shares vested and recognized as compensation expense for the six-months ended June 30, 2008 and 2007 was $130,000 and $188,000, respectively. There was no associated tax benefit recognized in
connection with these incentive stock options. As of June 30, 2008, the Company had 104,343 nonvested options outstanding and there was $849,000 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 23, 2013.

The Company has examined its
historical pattern of option exercises in an effort to determine if there were any patterns based on certain employee populations. From this analysis, the Company could not identify any patterns in the exercise of options. As such, the Company used
the guidance in Staff Accounting Bulletin No. 107 to determine the estimated life of options issued subsequent to the adoption of SFAS 123R. Based on this guidance, the estimated term was deemed to be the midpoint of the vesting term and the
contractual term ((vesting term and original contractual term)/2). Expected volatility is based on historical volatility of the Companys stock. The risk-free interest rates are based on U. S. Treasury notes in effect at the time of the grant.
The dividend yield assumption is based on the Companys history and expectation of dividends payments.

The per share weighted-average
fair value of stock options granted during the three and six months ended June 30, 2008 was $5.64 and $5.99, respectively, on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:



|                        |  |                                    |   |  |                                  |   |  |         |   |  |         |  
|----------------------- |  | ---------------------------------- | - |  | -------------------------------- | - |  | ------- | - |  | ------- | -
|                        |  | For the three monthsended June 30, |   |  | For the six monthsended June 30, |  
|                        |  | 2008                               |   |  | 2007                             |   |  | 2008    |   |  | 2007    |  
|Expected dividend yield |  | 0.00                               | % |  | 0.00                             | % |  | 0.00    | % |  | 0.00    | %
|Expected volatility     |  | 59.83                              | % |  | 49.32                            | % |  | 57.63   | % |  | 49.02   | %
|Risk free interest rate |  | 3.77                               | % |  | 4.54                             | % |  | 3.44    | % |  | 4.68    | %
|Expected life           |  | 7 years                            |   |  | 7 years                          |   |  | 7 years |   |  | 7 years |  



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 2Stock-based
Compensation (Contd)



There were no options exercised
in the six months ended June 30, 2008. The total intrinsic value of options exercised during the three months ended June 30, 2007 was $302,000. The total intrinsic value of options exercised during the six months ended June 30, 2007
was $377,000. Stock option activity during the period was as follows (in thousands, except per share data):

Stock Option Plan



|                           |  |                    |   |  |                                       |       |                          |           |                                       |   |  
|-------------------------- |  | ------------------ | - |  | ------------------------------------- | ----- | ------------------------ | --------- | ------------------------------------- | - | -
|                           |  | OPTIONSOUTSTANDING |   |  | WEIGHTEDAVERAGE OPTIONPRICE PER SHARE |       | REMAININGCONTRACTUALTERM |           | AGGREGATEINTRINSICVALUE(in thousands)
|Balance December 31, 2007  |  | 601,128            |   |  | $                                     | 15.60 |                          |           |                                       |   |  
|Granted                    |  | 32,000             |   |  |                                       | 9.90  |                          |           |                                       |   |  
|Exercised                  |  |                   |   |  |                                       |      |                          |           |                                       |   |  
|Forfeited                  |  | (52,737            | ) |  |                                       | 15.57 |                          |           |                                       |   |  
|                           |  |                    |   |  |                                       |       |                          |           |                                       |   |  
|Balance, June 30, 2008     |  | 580,391            |   |  | $                                     | 15.29 |                          | 5.9 years |                                       | $ | 
|                           |  |                    |   |  |                                       |       |                          |           |                                       |   |  
|Exercisable, June 30, 2008 |  | 476,048            |   |  | $                                     | 14.80 |                          | 5.4 years |                                       | $ | 
|                           |  |                    |   |  |                                       |       |                          |           |                                       |   |  

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 June 30, 2008 and December 31, 2007 warrants to purchase 146,731 common shares, respectively, at an average exercise price of $11.53, respectively, were outstanding. Of that
amount, 131,531 were fully vested at June 30, 2008.



|                          |  |                     |  |                                       |      
|------------------------- |  | ------------------- |  | ------------------------------------- | -----
|                          |  | WARRANTSOUTSTANDING |  | WEIGHTEDAVERAGEWARRANT PRICEPER SHARE
|Balance December 31, 2007 |  | 146,731             |  | $                                     | 11.53
|Granted                   |  |                    |  |                                       |     
|Exercised                 |  |                    |  |                                       |     
|Forfeited                 |  |                    |  |                                       |     
|                          |  |                     |  |                                       |      
|Balance, June 30, 2008    |  | 146,731             |  | $                                     | 11.53
|                          |  |                     |  |                                       |      



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 3Recent
Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 163, Accounting for Financial Guarantee Insurance Contracts(SFAS 163), an interpretation of SFAS Statement No. 60. SFAS 163 requires that an insurance enterprise recognize a
claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. SFAS 163 also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance
enterprises. SFAS 163 also requires expanded disclosures about financial guarantee insurance contracts. SFAS 163 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Management
does not anticipate it will have a material effect on the Companys consolidated financial condition or results of operations.

In May
2008, the FASB issued SFAS (SFAS) No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the
principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The FASB concluded that the
GAAP hierarchy should reside in the accounting literature established by the FASB and is issuing this Statement to achieve that result. This Statement is effective 60 days following the SECs approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, The Meaning ofPresent Fairly in Conformity With Generally Accepted Accounting Principles. Management does not anticipate it will have a material effect on the Companys consolidated financial
condition or results of operations.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activity (SFAS 161). SFAS 161 requires enhanced disclosures about an entitys derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.
Management does not anticipate it will have a material effect on the Companys consolidated financial condition or results of operations.

In December 2007, the FASB issued SFAS No.160, Noncontrolling Interests in Consolidated Financial Statements (SFAS 160). SFAS 160 requires the Company to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement shall be effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited.
Management does not anticipate it will have a material effect on the Companys consolidated financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)). SFAS 141(R) is effective for fiscal years beginning after December 15, 2008 and early implementation is not permitted. SFAS
141(R) requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition date fair value as the measurement objective for all assets
acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. Acquisition related costs
including finders fees, advisory, legal, accounting valuation and other professional and consulting fees are required to be expensed as incurred. Management does not anticipate it will have a material impact on the Companys consolidated
financial condition or results of operations.

In April 2007, the FASB issued FASB Staff Position (FSP) No. FIN
39-1, Amendment of FASB Interpretation No. 39, which expands the scope of FASB Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts(FIN 39), to permit netting of the fair value asset
recognized for a derivative instrument against the related liability for the obligation to return cash collateral, or netting of the fair value liability recognized for a derivative instrument against the related asset for the right to reclaim cash
collateral, in situations where the FIN 39 netting criteria are met. This FSP was effective on January 1, 2008. The adoption of this standard did not have a material effect on our consolidated financial position or results of operations.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 3Recent
Accounting Pronouncements (Contd)



In March 2007, the
EITF reached a final consensus on Issue 06-10, Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements. EITF 06-10 stipulates that a liability should be recognized for a postretirement benefit obligation associated
with a collateral assignment arrangement if, on the basis of the substantive agreement with the employee, the employer has agreed to maintain a life insurance policy during the postretirement period or provide a death benefit. The employer also must
recognize and measure the associated asset on the basis of the terms of the collateral assignment arrangement. The consensus is effective for fiscal years beginning after December 15, 2007. Entities will have the option of applying the
provisions of EITF 06-10 as a cumulative effect adjustment to the opening balance of retained earnings or retrospectively to all prior periods. EITF 06-10 did not have a material impact on the Companys consolidated financial statements.

In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an
amendment of FASB Statement No. 115(SFAS 159). SFAS 159 provides companies with an option to report selected financial assets and liabilities at fair value. Most of the provisions of this statement apply only to entities that
elect the fair value option. However, the amendment to SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. This statement is effective as of the beginning of an
entitys first fiscal year that begins after November 15, 2007. This Statement did not have a material effect on the Companys consolidated financial statements.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 4Income Per
Common Share

Basic income per share represents net income available to common shareholders divided by the weighted-average number of
common shares outstanding during the period. 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.

Components used in computing income per share for the three months ended June 30, 2008 and 2007, are summarized as follows ($
in thousands, except share data):



|                                                  |  |                                     |   |                                   |            |                |   |           |  |                                   |       |                |            |  |   |     
|------------------------------------------------- |  | ----------------------------------- | - | --------------------------------- | ---------- | -------------- | - | --------- |  | --------------------------------- | ----- | -------------- | ---------- |  | - | ----
|                                                  |  | For the three months ended June 30,
|                                                  |  | 2008                                |   | 2007                             
|                                                  |  | NetIncome                           |   | Weighted-AverageSharesOutstanding |            | IncomePerShare |   | NetIncome |  | Weighted-AverageSharesOutstanding |       | IncomePerShare
|Income available to common shareholders - basic   |  | $                                   | 4 |                                   | 12,779,020 |                | $ | 0.00      |  | $                                 | 1,240 |                | 11,894,845 |  | $ | 0.10
|Dilutive effect of stock options outstanding      |  |                                     |   |                                   |           |                |   |           |  |                                   |       |                | 117,922    |  |   |     
|Dilutive effect of warrants outstanding           |  |                                     |   |                                   |           |                |   |           |  |                                   |       |                | 47,565     |  |   |     
|                                                  |  |                                     |   |                                   |            |                |   |           |  |                                   |       |                |            |  |   |     
|Income available to common shareholders  diluted |  | $                                   | 4 |                                   | 12,779,020 |                | $ | 0.00      |  | $                                 | 1,240 |                | 12,060,332 |  | $ | 0.10
|                                                  |  |                                     |   |                                   |            |                |   |           |  |                                   |       |                |            |  |   |     

Components used in computing income per share for the six months ended June 30, 2008 and
2007, are summarized as follows ($ in thousands, except share data):



|                                                  |  |                                   |     |                                   |            |                |   |           |  |                                   |       |                |            |  |   |     
|------------------------------------------------- |  | --------------------------------- | --- | --------------------------------- | ---------- | -------------- | - | --------- |  | --------------------------------- | ----- | -------------- | ---------- |  | - | ----
|                                                  |  | For the six months ended June 30,
|                                                  |  | 2008                              |     | 2007                             
|                                                  |  | NetIncome                         |     | Weighted-AverageSharesOutstanding |            | IncomePerShare |   | NetIncome |  | Weighted-AverageSharesOutstanding |       | IncomePerShare
|Income available to common shareholders - basic   |  | $                                 | 237 |                                   | 12,779,020 |                | $ | 0.02      |  | $                                 | 2,105 |                | 10,748,279 |  | $ | 0.20
|Dilutive effect of stock options outstanding      |  |                                   |     |                                   |           |                |   |           |  |                                   |       |                | 134,145    |  |   |     
|Dilutive effect of warrants outstanding           |  |                                   |     |                                   |           |                |   |           |  |                                   |       |                | 50,124     |  |   |     
|                                                  |  |                                   |     |                                   |            |                |   |           |  |                                   |       |                |            |  |   |     
|Income available to common shareholders  diluted |  | $                                 | 237 |                                   | 12,779,020 |                | $ | 0.02      |  | $                                 | 2,105 |                | 10,932,548 |  | $ | 0.19
|                                                  |  |                                   |     |                                   |            |                |   |           |  |                                   |       |                |            |  |   |     



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 4Income Per
Common Share (Contd)



During the three and six months
ended June 30, 2008 and 2007, certain stock options and warrants were excluded from diluted earnings per share calculations because the exercise price exceeded the fair value of the common stock as follows:



|                                |  |                                |         |                              |   |                                |  |                              |         |  |   |        
|------------------------------- |  | ------------------------------ | ------- | ---------------------------- | - | ------------------------------ |  | ---------------------------- | ------- |  | - | -------
|                                |  | Three-monthsended June 30,2008 |         | Six-monthsended June 30,2008 |   | Three-monthsended June 30,2007 |  | Six-monthsended June 30,2007
|Number of Shares                |  |                                | 580,391 |                              |   | 580,391                        |  |                              | 248,635 |  |   | 246,135
|Weighted Average Exercise Price |  | $                              | 15.39   |                              | $ | 15.39                          |  | $                            | 21.85   |  | $ | 21.89  
|                                |  |                                |         |                             
|Warrants                        |  |                                | 146,731 |                              |   | 146,731                        |  |                              |        |  |   |       
|Weighted Average Exercise Price |  | $                              | 11.53   |                              | $ | 11.53                          |  | $                            |        |  | $ |       

NOTE 5Goodwill and Other Intangible Assets

Acquisition of Bristol Bank and Old Florida Bankshares Inc. (Old Florida)

In connection with the acquisition of Bristol Bank, the Company recorded $11.4 million in goodwill and $1.7 million of core deposit intangible which is
being amortized on a double declining balance basis over ten years. The estimated amortization expense for each of the five succeeding years ending December 31, 2012 is $242,000, $198,000, $162,000, $133,000, and $126,000, respectively. In
connection with the acquisition of Old Florida, the Company recorded $50.6 million in goodwill and $1.4 million of core deposit intangible which is being amortized on a double declining balance basis over ten years. The estimated amortization
expense for each of the five succeeding years ending December 31, 2012 is $224,000, $183,000, $149,000, $122,000, and $104,000 respectively.

Bank of Florida - Tampa Bay

On July 27, 2004, the Company acquired 100% ownership of Bank of Florida 
Tampa Bay that had not yet been incorporated or commenced its planned principal operations. For this acquisition the Company paid $300,000 in cash to an investor group. The acquisition was consummated as a means for Bank of Florida Corporation to
expand its business in Florida and provide traditional banking services in the Tampa Bay area.

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. 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 $39,000 per year.

The carrying amounts of other intangible assets at June 30, 2008 and December 31, 2007, are as follows (in thousands):



|                                |  |                      |       |                         |      |   |                    |       |                      |   |                         |  |   |                    |   |  |   |      
|------------------------------- |  | -------------------- | ----- | ----------------------- | ---- | - | ------------------ | ----- | -------------------- | - | ----------------------- |  | - | ------------------ | - |  | - | -----
|                                |  | As of June 30, 2008  |       | As of December 31, 2007
|                                |  | Gross CarryingAmount |       | AccumulatedAmortization |      |   | Net CarryingAmount |       | Gross CarryingAmount |   | AccumulatedAmortization |  |   | Net CarryingAmount
|Identifiable intangible assets: |  |                      |       |                         |      |   |                    |       |                      |   |                         |  |   |                    |   |  |   |      
|Core Deposit Intangibles        |  | $                    | 3,132 |                         | (829 | ) |                    | 2,303 |                      | $ | 3,132                   |  | $ | (584               | ) |  | $ | 2,548
|Other Intangibles               |  |                      | 974   |                         | (146 | ) |                    | 828   |                      |   | 974                     |  |   | (127               | ) |  |   | 847  
|                                |  |                      |       |                         |      |   |                    |       |                      |   |                         |  |   |                    |   |  |   |      
|Total                           |  | $                    | 4,106 |                         | (975 | ) |                    | 3,131 |                      | $ | 4,106                   |  | $ | (711               | ) |  | $ | 3,395
|                                |  |                      |       |                         |      |   |                    |       |                      |   |                         |  |   |                    |   |  |   |      



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 6Business
Combination

The Companys results of operations includes the operations of Old Florida since the acquisition date (April 24,
2007). The following table presents unaudited proforma results for the Company and Old Florida for the three and six months ended June 30, 2007. Since no consideration is given to operational efficiencies and expanded products and services, the
proforma summary information does not necessarily reflect the results of operations as they would have been, if the acquisition had occurred on January 1, for the periods presented (in thousands, except per share data).



|                         |  |                                 |        |                               |   |        |  
|------------------------ |  | ------------------------------- | ------ | ----------------------------- | - | ------ | -
|                         |  | Three months endedJune 30, 2007 |        | Six months endedJune 30, 2007 |  
|Total revenue (1)        |  | $                               | 23,871 |                               | $ | 47,382 |  
|                         |  |                                
|Net income               |  |                                 | 1,349  |                               |   | (605   | )
|                         |  |                                
|Basic income per share   |  |                                 | 0.11   |                               |   | (0.05  | )
|                         |  |                                
|Diluted income per share |  |                                 | 0.10   |                               |   | (0.05  | )



|(1) | Total revenue consists of net interest income plus noninterest income
|--- | ---------------------------------------------------------------------



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 7Fair Value
Measurements

Effective January 1, 2008, the Company adopted SFAS No. 157 Fair Value Measurements (SFAS 157). SFAS
157 clarifies the definition of fair value and describes methods available to appropriately measure fair value in accordance with generally accepted accounting principles. This statement applies whenever other accounting pronouncements require
or permit fair value measurements.

SFAS 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 |  | Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active
exchange market, as well as certain U.S. Treasury securities that are highly liquid and are actively traded in over-the-counter markets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 
|Level 2 |  | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can
be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and
derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes U.S. Government
and agency mortgage-backed debt securities, corporate debt securities, derivative contracts and residential mortgage loans held-for-sale.
|        | 
|Level 3 |  | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include
financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.                                                                                                                                                                                                                                                                                                                                                                                                 

SFAS 157 requires the fair value of the assets or liabilities to be determined based on the
assumptions that market participants use in pricing the financial instrument. In developing those assumptions, the Company identified characteristics that distinguish market participants generally, and considered factors specific to
(a) the asset type, (b) the principal (or most advantageous) market for the asset group, and (c) market participants with whom the reporting entity would transact in that market. An active market quote to determine pricing and the
current market value of these loans in the secondary market was completed as of December 31, 2007 and June 30, 2008 and obtained from a recognized investment brokerage house. These factors met the definition of the most advantageous
market and form the basis of the determination of a precise method for determining the value of these securities.

The Company performs
fair-market valuations on certain assets as the result of the application of accounting guidelines that were in effect prior to the adoption of SFAS 157. These assets include securities that are available for sale and are valued based upon
open-market quotes obtained from reputable third-party brokers. Market pricing is based upon specific CUSIP identification for each individual security. Changes in fair value are recorded in other comprehensive income. Fair values of
derivative instruments are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the
period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatility. The fair value of loans held for sale is determined, when possible, using quoted secondary market prices. If no such quoted price
exists, the fair value of a loan is determined using quoted prices for a similar asset or assets, adjusted for the specific market attributes of that loan.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 7Fair Value
Measurements (Contd)



The following table sets forth
the Companys assets that are measured at fair value on a recurring basis at June 30, 2008 (in thousands):



|                              |  |                                |        |                                                            |   |                                           |   |                                        |  |  
|----------------------------- |  | ------------------------------ | ------ | ---------------------------------------------------------- | - | ----------------------------------------- | - | -------------------------------------- |  | -
|                              |  |                                |        | Fair Value Measurements at Report Date Using              
|                              |  | Fair ValueMeasurements06/30/08 |        | Quoted Prices inActive Marketsfor IdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |   | SignificantUnobservableInputs(Level 3)
|Description                   |  |                                |        |                                                            |   |                                           |   |                                        |  |  
|                              |  |                                |        |                                                           
|Securities available for sale |  | $                              | 89,227 |                                                            |  |                                           | $ | 89,227                                 |  | 
|Derivative Assets             |  |                                | 1,414  |                                                            |  |                                           |   | 1,414                                  |  | 

Certain other assets are measured at fair value on a nonrecurring basis. These adjustments to fair
value usually result from the application of lower of cost or fair value accounting or write-downs of individual assets due to impairment.

Nonrecurring fair value adjustments to loans reflects full or partial write-downs that are based on the loans observable market price or current appraised value of the collateral in accordance with SFAS 114, Accounting by Creditors
for Impairment of a Loan.

During the second quarter of 2008, the Bank recognized losses related to certain assets that are measured at
fair value on a nonrecurring basis (i.e. loans and other real estate owned). For assets measured at fair value on a nonrecurring basis in the second quarter of 2008 that were still held on the balance sheet at quarter end, the following table
provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets at June 30, 2008 (in thousands):



|                    |  |                       |        |                                                            |   |                                           |       |                                        |   |       
|------------------- |  | --------------------- | ------ | ---------------------------------------------------------- | - | ----------------------------------------- | ----- | -------------------------------------- | - | ------
|                    |  |                       |        | Carrying value at June 30, 2008                           
|                    |  | CarryingValue06/30/08 |        | Quoted Prices inActive Marketsfor IdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |       | SignificantUnobservableInputs(Level
3)
|Description         |  |                       |        |                                                            |   |                                           |       |                                        |   |       
|                    |  |                       |        |                                                           
|Impaired Loans      |  | $                     | 52,404 |                                                            |  |                                           |      |                                        | $ | 52,404
|Loans Held for Sale |  |                       | 6,629  |                                                            |  |                                           | 6,629 |                                        |   |      

Impaired loans had a carrying amount of $52,404,000, with a valuation allowance of $4,240,000 at
June 30, 2008, resulting in an additional provision for loan losses of $672,000 for the three months ended June 30, 2008.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 8Derivative
Financial Instruments

The Company utilizes certain derivative financial instruments. Stand alone derivative financial instruments such
as interest-rate swaps, are used to economically hedge interest-rate risk related to the Companys liabilities. These derivative instruments involve both credit and market risk. The notional amounts are amounts on which calculations, payments,
and the value of the derivative are based. Notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any. Such difference, which
represents the fair value of the derivative instruments, is reflected on the Companys consolidated balance sheet as either derivative assets, derivative liabilities or trading activities for stand alone derivative financial instruments.

The Company is exposed to credit related losses in the event of nonperformance by the counterparties to those agreements. The Company
controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures, and does not expect any counterparties to fail their obligations.

Derivative instruments are generally either negotiated OTC contracts or standardized contracts executed on a recognized exchange. Negotiated OTC
derivative contracts are generally entered into between two counterparties that negotiate specific agreement terms, including the underlying instrument, amount, exercise prices and maturity.

The Company entered into interest rate swaps which provided for the Company to receive payments at a fixed rate in exchange for paying a floating rate on
certain loans. Management believes the entering into the interest rate swaps exposed the Company to variability in their fair value due to changes in the level of interest rates. Management believes that it is prudent to limit the variability in the
fair value of a portion of its floating rate loan portfolio. It is the Companys objective to hedge the change in fair value of floating rate loans at coverage levels that are appropriate, given anticipated or existing interest rate levels and
other market considerations, as well as the relationship of change in this asset to other assets of the Company. To meet this objective, the Company utilizes interest rate swaps as an asset/liability management strategy to hedge the change in value
of the cash flows due to changes in expected interest rate assumptions. These interest rate swap agreements are contracts to make a series of floating rate payments in exchange for receiving a series of fixed rate payments. The information
pertaining to outstanding interest rate swap agreements used to hedge floating rate loans is as follows:



|                                                |  |         |            |   |      |  
|----------------------------------------------- |  | ------- | ---------- | - | ---- | -
|                                                |  | June 30
|                                                |  | 2008    |            |   | 2007
|Notional amount                                 |  | $       | 45,000,000 |   |      | 
|Pay rate (Prime)                                |  |         | 5.00       | % |      | 
|Receive rate (Fixed)                            |  |         | 7.51       | % |      | 
|Maturity in years                               |  |         | 5          |   |      |  
|Unrealized gain relating to interest-rate swaps |  | $       | 883,000    |   |      | 

These agreements provided for the Company to receive payments at a fixed-rate determined by a
specified index (WSJ Prime) in exchange for making payments at a floating rate.

At June 30, 2008, the unrealized gain relating to the
use of interest-rate swaps was recorded in derivate assets in accordance with SFAS No. 133.



15



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 9Accumulated
Other Comprehensive Income

The following tables present the changes in accumulated other comprehensive income for the three and six
months ended June 30, 2008 and 2007, net of tax (in thousands):



|                                                                               |  |                                          |        |   |                                          |   |        |       |  |   |            |   |  |             |      |       |  |   |   |  |   |      |  
|------------------------------------------------------------------------------ |  | ---------------------------------------- | ------ | - | ---------------------------------------- | - | ------ | ----- |  | - | ---------- | - |  | ----------- | ---- | ----- |  | - | - |  | - | ---- | -
|                                                                               |  | For the three months ended June 30, 2008 |        |   | For the three months ended June 30, 2007 |  
|                                                                               |  | Securities                               |        |   | Derivatives                              |   |        | Total |  |   | Securities |   |  | Derivatives |      | Total | 
|Balance, March 31                                                              |  | $                                        | 385    |   |                                          | $ | 1,951  |       |  | $ | 2,336      |   |  | $           | 133  |       |  | $ |  |  | $ | 133  |  
|                                                                               |  |                                          |        |   |                                          |  
|Change in fair value recorded in accumulated other comprehensive income (loss) |  |                                          | (2,039 | ) |                                          |   | (1,068 | )     |  |   | (3,107     | ) |  |             | (641 | )     |  |   |  |  |   | (641 | )
|                                                                               |  |                                          |        |   |                                          |   |        |       |  |   |            |   |  |             |      |       |  |   |   |  |   |      |  
|Balance, June 30                                                               |  | $                                        | (1,654 | ) |                                          | $ | 883    |       |  | $ | (771       | ) |  | $           | (508 | )     |  | $ |  |  | $ | (508 | )
|                                                                               |  |                                          |        |   |                                          |   |        |       |  |   |            |   |  |             |      |       |  |   |   |  |   |      |  
|                                                                               |  |                                         
|                                                                               |  | For the six months ended June 30, 2008   |        |   | For the six months ended June 30, 2007   |  
|                                                                               |  | Securities                               |        |   | Derivatives                              |   |        | Total |  |   | Securities |   |  | Derivatives |      | Total | 
|Balance, December 31                                                           |  | $                                        | 165    |   |                                          | $ | 870    |       |  | $ | 1,035      |   |  | $           | 105  |       |  | $ |  |  | $ | 105  |  
|                                                                               |  |                                          |        |   |                                          |  
|Change in fair value recorded in accumulated other comprehensive income (loss) |  |                                          | (1,819 | ) |                                          |   | 13     |       |  |   | (1,806     | ) |  |             | (613 | )     |  |   |  |  |   | (613 | )
|                                                                               |  |                                          |        |   |                                          |   |        |       |  |   |            |   |  |             |      |       |  |   |   |  |   |      |  
|Balance, June 30                                                               |  | $                                        | (1,654 | ) |                                          | $ | 883    |       |  | $ | (771       | ) |  | $           | (508 | )     |  | $ |  |  | $ | (508 | )
|                                                                               |  |                                          |        |   |                                          |   |        |       |  |   |            |   |  |             |      |       |  |   |   |  |   |      |  



16



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA



|                                                              |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|------------------------------------------------------------- |  | ---------------------------------------------- | ---------- | - | ------------- | - | ---------- | ------------ |  | - | ------------- | -- |  | ------------ | ---------- | - |  | - | ---------- | -
|                                                              |  | Quarter Ended                                  |           
|                                                              |  | June 30,2008                                   |            |   | March 31,2008 |   |            | Dec. 31,2007 |  |   | Sept. 30,2007 |    |  | June 30,2007 |           
|                                                              |  | (Dollars In Thousands, except per share data.) |           
|Statement of Income Data:                                     |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Total interest income                                         |  | $                                              | 20,994     |   |               | $ | 20,925     |              |  | $ | 22,445        |    |  | $            | 23,727     |   |  | $ | 21,251     |  
|Total interest expense                                        |  |                                                | 9,647      |   |               |   | 10,190     |              |  |   | 11,441        |    |  |              | 11,773     |   |  |   | 10,119     |  
|                                                              |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Net interest income before provision for loan losses          |  |                                                | 11,347     |   |               |   | 10,735     |              |  |   | 11,004        |    |  |              | 11,954     |   |  |   | 11,132     |  
|Provision for loan losses                                     |  |                                                | 1,585      |   |               |   | 687        |              |  |   | 2,717         |    |  |              | 336        |   |  |   | 624        |  
|                                                              |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Net interest income after provision for loan losses           |  |                                                | 9,762      |   |               |   | 10,048     |              |  |   | 8,287         |    |  |              | 11,618     |   |  |   | 10,508     |  
|Noninterest income                                            |  |                                                | 1,049      |   |               |   | 1,296      |              |  |   | 1,765         |    |  |              | 1,263      |   |  |   | 1,301      |  
|Noninterest expense                                           |  |                                                | 10,770     |   |               |   | 10,952     |              |  |   | 11,662        |    |  |              | 10,220     |   |  |   | 9,745      |  
|                                                              |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Net income before tax                                         |  |                                                | 41         |   |               |   | 392        |              |  |   | (1,610        | )  |  |              | 2,661      |   |  |   | 2,064      |  
|Income tax expense                                            |  |                                                | 37         |   |               |   | 159        |              |  |   | (640          | )  |  |              | 1,054      |   |  |   | 824        |  
|                                                              |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Net income                                                    |  | $                                              | 4          |   |               | $ | 233        |              |  | $ | (970          | )  |  | $            | 1,607      |   |  | $ | 1,240      |  
|                                                              |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Share Data:                                                   |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Basic income per share                                        |  | $                                              | 0.00       |   |               | $ | 0.02       |              |  | $ | (0.08         | )  |  | $            | 0.13       |   |  | $ | 0.10       |  
|Diluted income per share                                      |  |                                                | 0.00       |   |               |   | 0.02       |              |  |   | (0.08         | )  |  |              | 0.12       |   |  |   | 0.10       |  
|Weighted-average shares outstanding - basic                   |  |                                                | 12,779,020 |   |               |   | 12,779,020 |              |  |   | 12,779,020    |    |  |              | 12,765,269 |   |  |   | 11,894,845 |  
|Weighted-average shares outstanding - diluted                 |  |                                                | 12,779,020 |   |               |   | 12,779,376 |              |  |   | 12,845,424    |    |  |              | 12,874,038 |   |  |   | 12,060,332 |  
|Total shares outstanding                                      |  |                                                | 12,779,020 |   |               |   | 12,779,020 |              |  |   | 12,779,020    |    |  |              | 12,779,020 |   |  |   | 12,726,131 |  
|Book value per common share (period end)                      |  |                                                | 15.45      |   |               |   | 15.69      |              |  |   | 15.57         |    |  |              | 15.55      |   |  |   | 15.40      |  
|                                                              |  |                                                |            |   |              
|Balance Sheet Data:                                           |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Total assets                                                  |  | $                                              | 1,414,689  |   |               | $ | 1,404,034  |              |  | $ | 1,310,488     |    |  | $            | 1,323,415  |   |  | $ | 1,280,984  |  
|Total cash and cash equivalents                               |  |                                                | 17,252     |   |               |   | 37,530     |              |  |   | 17,388        |    |  |              | 17,675     |   |  |   | 34,094     |  
|Interest-earning assets                                       |  |                                                | 1,294,991  |   |               |   | 1,284,195  |              |  |   | 1,192,104     |    |  |              | 1,202,796  |   |  |   | 1,164,703  |  
|Investment securities                                         |  |                                                | 92,542     |   |               |   | 81,075     |              |  |   | 38,008        |    |  |              | 40,815     |   |  |   | 42,290     |  
|Loans                                                         |  |                                                | 1,191,733  |   |               |   | 1,174,472  |              |  |   | 1,144,762     |    |  |              | 1,152,263  |   |  |   | 1,106,375  |  
|Allowance for loan losses                                     |  |                                                | 13,232     |   |               |   | 12,811     |              |  |   | 14,431        |    |  |              | 11,754     |   |  |   | 11,804     |  
|Intangible assets                                             |  |                                                | 65,091     |   |               |   | 65,220     |              |  |   | 65,597        |    |  |              | 64,451     |   |  |   | 63,146     |  
|Deposit accounts                                              |  |                                                | 1,012,408  |   |               |   | 1,003,042  |              |  |   | 937,116       |    |  |              | 985,149    |   |  |   | 970,296    |  
|Other borrowings                                              |  |                                                | 201,282    |   |               |   | 198,286    |              |  |   | 171,090       |    |  |              | 135,294    |   |  |   | 110,798    |  
|Stockholders equity                                          |  |                                                | 197,492    |   |               |   | 200,540    |              |  |   | 198,931       |    |  |              | 198,763    |   |  |   | 196,032    |  
|                                                              |  |                                                |            |   |              
|Performance Ratios:                                           |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Return on average assets                                      |  |                                                | 0.00       | % |               |   | 0.07       | %            |  |   | (0.30         | )% |  |              | 0.49       | % |  |   | 0.42       | %
|Return on average common stockholders equity                 |  |                                                | 0.01       |   |               |   | 0.47       |              |  |   | (1.94         | )  |  |              | 3.27       |   |  |   | 2.75       |  
|Interest-rate spread during the period                        |  |                                                | 3.11       |   |               |   | 3.01       |              |  |   | 2.99          |    |  |              | 3.23       |   |  |   | 3.21       |  
|Net interest margin                                           |  |                                                | 3.58       |   |               |   | 3.62       |              |  |   | 3.69          |    |  |              | 3.96       |   |  |   | 4.10       |  
|Efficiency ratio1                                             |  |                                                | 86.88      |   |               |   | 91.01      |              |  |   | 91.33         |    |  |              | 77.32      |   |  |   | 78.38      |  
|                                                              |  |                                                |            |   |              
|Asset Quality Ratios:                                         |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Allowance for loan losses to period end loans                 |  |                                                | 1.11       | % |               |   | 1.09       | %            |  |   | 1.26          | %  |  |              | 1.02       | % |  |   | 1.07       | %
|Allowance for loan losses to nonperforming loans              |  |                                                | 54.56      |   |               |   | 68.76      |              |  |   | 101.69        |    |  |              | 206.32     |   |  |   | 237.58     |  
|Net charge-offs to average loans                              |  |                                                | 1.12       |   |               |   | 0.74       |              |  |   | 0.01          |    |  |              | 0.06       |   |  |   | 0.00       |  
|Nonperforming assets to period end total assets               |  |                                                | 1.75       |   |               |   | 1.33       |              |  |   | 1.19          |    |  |              | 0.54       |   |  |   | 0.39       |  
|                                                              |  |                                                |            |   |              
|Capital and Liquidity Ratios:                                 |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Average equity to average assets                              |  |                                                | 14.12      | % |               |   | 15.14      | %            |  |   | 15.24         | %  |  |              | 14.86      | % |  |   | 15.26      | %
|Leverage (4.00% required minimum)                             |  |                                                | 9.68       |   |               |   | 10.31      |              |  |   | 10.24         |    |  |              | 10.42      |   |  |   | 11.59      |  
|                                                              |  |                                                |            |   |              
|Risk-based capital:                                           |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Tier 1                                                        |  |                                                | 10.17      | % |               |   | 10.09      | %            |  |   | 10.14         | %  |  |              | 10.36      | % |  |   | 10.57      | %
|Total                                                         |  |                                                | 12.47      |   |               |   | 12.33      |              |  |   | 12.57         |    |  |              | 12.57      |   |  |   | 12.84      |  
|Average loans held for investment to average deposits         |  |                                                | 116.29     |   |               |   | 120.79     |              |  |   | 118.02        |    |  |              | 120.19     |   |  |   | 114.74     |  
|                                                              |  |                                                |            |   |              
|Trust Assets Under Advice:                                    |  |                                                |            |   |               |   |            |              |  |   |               |    |  |              |            |   |  |   |            |  
|Total assets under advice                                     |  | $                                              | 475,890    |   |               | $ | 479,607    |              |  | $ | 499,350       |    |  | $            | 502,383    |   |  | $ | 514,192    |  
|Trust fee income                                              |  |                                                | 679        |   |               |   | 740        |              |  |   | 789           |    |  |              | 790        |   |  |   | 722        |  
|Trust fees as a % of average assets under advice (annualized) |  |                                                | 0.57       | % |               |   | 0.62       | %            |  |   | 0.47          | %  |  |              | 0.63       | % |  |   | 0.56       | %



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

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 Bank of Florida Corporation, 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 Bank of Florida Corporations financial performance and could cause actual results for fiscal 2008 and beyond to differ materially from those expressed or implied in such forward-looking statements. Bank of Florida Corporation 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.

OVERVIEW

Bank of Florida
Corporation, incorporated in Florida in September 1998, is a $1.4 billion financial services company and a registered bank holding 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 support of banking-related services to its subsidiary banks.

Our corporate vision is to achieve $1.8 billion in assets within the next
two years, excluding acquisitions, and be recognized as a 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 current
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), Broward, Miami-Dade, and Palm Beach Counties on
the southeast coast (served by Bank of Florida - Southeast), and Hillsborough and Pinellas Counties in the Tampa Bay area (served by Bank of Florida  Tampa Bay). 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.



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##### Table of Contents

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.

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 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 historical loss experience adjusted for qualitative factors.

EXECUTIVE SUMMARY

Total
assets grew to $1.4 billion at June 30, 2008, up $104 million or 8% from December 31, 2007, as a result of loan growth and security purchases. Loans climbed $47 million or 4% during the first six months of this year, while total deposits
increased $75 million to $1,012 million. Core deposits decreased $39 million while certificates of deposit increased $114 million. Book value per share declined to $15.45, down $0.12 over the last six months.

The Company realized second quarter net income of $4 thousand, down almost 100% over the same period last year. Earnings per share were $0.00, an almost
100% decrease compared to the same period in 2007 with 884 thousand in higher average shares outstanding. Net interest margin decreased 52 basis points from second quarter 2007 to 3.58%, reflective of intense competition and a decrease in the
prime rate of 325 basis points.

ANALYSIS OF FINANCIAL CONDITION

Investment securities and overnight investments

Total investment securities and overnight investments were $89.5 million at June 30, 2008, an increase of $54.8 million or 158% over that held at December 31, 2007.

Federal Funds sold totaled $250 thousand at June 30, 2008, an increase of $250 thousand from December 31, 2007. This category of earning assets
is normally used as a temporary investment vehicle to support the Companys daily funding requirements and, as a result, fluctuates with loan demand. The average yield on federal funds for the first six months of 2008 was 2.57%, down 209 basis
points compared to the first six months of 2007.

Conversely, securities available for sale totaled $89.2 million, an increase of $54.5
million from the level held at December 31, 2007. The Company had $3.3 million classified as held to maturity at June 30, 2008 and December 31, 2007. The Company does not currently engage in trading activities and, therefore, did not
hold any securities classified as trading at June 30, 2008 or December 31, 2007.



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Loans

Total gross loans, including loans held for sale, totaled $1.2 billion at June 30, 2008, up $47.0 million or 4.1% for the first six months of 2008. Construction loans, largely secured by commercial real estate, totaled $329.9 million
(27.7% of total loans) at June 30, 2008, down $67.4 million since the end of last year. Commercial real estate loans, including multi-family dwellings, but excluding those in construction, increased by $83.1 million and also total 44.5% of
total loans outstanding, while commercial and industrial loans climbed $19.0 million to approximately 9.4% of total loans outstanding. One-to-four family residential loans, including loans held for sale, were $148.9 million (12.5% of total loans),
up $8.6 million from year-end. Consumer lines of credit and installment and other loans increased by $3.7 million (5.9% of total loans).

Asset
quality

The Companys nonperforming loans (nonaccrual and 90+ days past due) totaled $24.3 million at June 30, 2008 or
2.03% of total loans outstanding. Thirty-to-ninety day delinquent loans were $13.9 million or 1.17% of loans outstanding at June 30, 2008, an increase of $11.2 million in total loan delinquencies from December 31, 2007. There were $3.3
million in net charge-offs for the first six months of 2008, resulting in net charge-offs to average loans of 0.57%, an increase of 0.53% from the first six months of 2007.

Deposits

Total deposits rose $75.3 million or 8.0% during the first six months of 2008 to
$1.0 billion. Core deposits, which exclude all CDs, declined $32.1 million or 6.1% in the past 90 days, with the growth in certificates of deposit accounts (up $41.4 million or 8.7%) more than offsetting the decline in money market, NOW and
non-interest bearing deposit accounts.

The annualized average rate paid on total interest bearing deposits during the first six months of
2008 was 3.73%, a decrease of 71 basis points compared to the first six months last year. This decrease resulted primarily from the lower interest rate environment under which we currently operate.

Borrowings

While client deposits remain our
primary source of funding for asset growth, management uses other borrowings as a funding source for loan growth, regulatory capital needs, and as a tool to manage the Companys interest rate risk. At June 30, 2008 borrowings totaled
$201.3 million, an increase of $30.2 million compared to December 31, 2007. Total borrowings at June 30, 2008, consisted of $20.0 million of other borrowings, $16.0 million in subordinated debt and $165.3 million in FHLB Advances compared
to $16.0 million in subordinated debt and $155.1 million in FHLB advances, respectively, at the end of 2007. The maturities of the Companys borrowings range from July 2008 through July 2017.

Stockholders equity

Total
stockholders equity was $197.5 million at June 30, 2008, a $1.4 million decrease since December 31, 2007. Book value per share was $15.45 at June 30 while the tangible book value per share was $10.36. The Companys Tier 1
leverage ratio decreased 56 basis points to 9.68% at June 30, 2008 from 10.24% at December 31, 2007, primarily as a result of loan growth and the purchase of investment securities, but is still well above the minimum for bank holding
companies of 4.0%.

ANALYSIS OF RESULTS OF OPERATIONS

Second Quarter 2008 Compared to Second Quarter 2007

Consolidated net income for the
second quarter of 2008 totaled $4 thousand, a decrease of $1.2 million or 99.7% compared to second quarter 2007. Top-line revenue (a non-GAAP measure which the Company defines as net interest income plus noninterest income, excluding net securities
gains/losses) declined $37 thousand, driven by $252 thousand less non interest income compared to $215 thousand greater net interest income.

The $37 thousand decrease in top-line revenue against a $1.0 million or 10.5% increase in noninterest expense resulted in an efficiency ratio for the quarter of 86.9%. The increase in noninterest expense relates to occupancy and equipment
costs, regulatory assessments and repossession expenses. The provision for loan losses increased $961 thousand compared to the same period last year due to additional provisions for loan downgrades.



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##### Table of Contents

Net interest income

Net interest income in the second quarter totaled $11.3 million, up $215 thousand or 1.9% greater than the second quarter of 2007. This improvement is due to $188.3 million increase in average interest earning assets
partially offset by a 52 basis point decline in the net interest margin, to 3.58%. The spread between the yield on earning assets and cost of interest-bearing liabilities also narrowed when comparing second quarter 2008 versus second quarter 2007.
The yield on earning assets decreased 122 basis points over the same period last year to 6.62%, with continued pressures from a declining rate environment as interest bearing liabilities re-priced during the quarter resulted in a 108 basis point
decrease in the cost of funds to 3.51%.

Noninterest income

Noninterest income was $1.0 million in the second quarter, a $252,000 or 19% decrease over the second quarter 2007. Second quarter 2008 trust fees were $679,000 compared to $723,000 for the second quarter of the prior
year. Over the past twelve months, assets under advice have declined $38.3 million or 7.4% to $475.9 million at June 30th. Service charges and other fee income decreased $29,000 over the second quarter of 2007 as a result of less loan fee
income. Additionally, gain on sale of assets declined $179,000 as a result of lower secondary market income and fixed asset dispositions.

Noninterest expense

Noninterest expense totaled $10.8 million for the second quarter of 2008 compared to $9.7
million for the comparable quarter last year. Approximately $631,000 of the increase is explained by higher occupancy and equipment-related expense. Building lease costs rose due to additional space required for business expansion, and equipment
rental, maintenance, and depreciation expense increased accordingly. Other increases, which are also attributable to the growth of the Company, occurred in the areas of regulatory assessments ($180,000), repossession expenses ($114,000) and
professional fees ($83,000).

Provision and Allowance for Loan Losses

The second quarter provision for loan losses was $1.6 million, an increase of $961,000 (154%) from second quarter 2007. At June 30, 2008, the
loan loss allowance was 1.11% of total loans or 55% of the nonperforming loans. There were $1.2 million in net chargeoffs in the second quarter of 2008, resulting in net chargeoffs to average loans of 0.40%.

Six-months Ended June 30, 2008 Compared to Six-months Ended June 30, 2007

Consolidated net income for the first half of 2008 totaled $237 thousand, $1.9 million or 88.7% less than the same time last year. Top-line revenue
increased $1.6 million or 7.0%, primarily driven by $1.8 million greater net interest income, a result of $130.3 million or 11.2% growth in earning assets and a 58 basis point decrease in the net interest margin to 3.59%.

The $1.6 million increase in top-line revenue against a $3.6 million or 20.0% increase in noninterest expense resulted in an efficiency ratio of 88.9%
for the first half of the year. The majority of the expense increase relates to personnel, occupancy and equipment costs, regulatory assessments, repossession expenses and professional fees. The provision for loan losses increased $1.1 million
compared to the same period last year.

Net interest income

Net interest income for the first half of 2008 totaled $22.1 million, up $1.8 million or 9.0% greater than the first six months of 2007. This improvement is due to $254.4 million increase in average interest earning
assets partially offset by a 58 basis point decline in the net interest margin, to 3.59%. The spread between the yield on interest earning assets narrowed when comparing the six months ended June 30, 2008 to six months ended June 30, 2007.
Yield on interest earning assets decreased 99 basis points to 6.82% while cost of funds decreased 80 basis points due to continued competitive pricing on deposits.

Noninterest income

Noninterest income was $2.3 million in the first six months of 2008, a $217,000 or 8.5% decrease
over the comparable period of 2007. This decline was primarily the result of a $273,000 or 127.6% decrease in secondary market income and fixed asset dispositions.

Noninterest expense

Noninterest expense totaled $21.7 million for the first six months of 2008, an increase of 20.0%
or $3.6 million compared to the same period of 2007. Approximately $1.6 million of the increase is explained by higher occupancy and equipment-related expense due to additional space required for business expansion. A total of $798,000 of the
increase in noninterest expense between the two periods occurred in personnel expense. Other increases, which are also attributable to the growth of the Company, occurred in the areas of regulatory assessments ($361,000), professional fees
($224,000) and repossession expenses ($220,000).



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Provision and Allowance for Loan Losses

The provision for loan losses for the first six months of 2008 was $2.3 million, up $1.1 million (89.4%) from the same period last year. There were
$3.3 million in net charge-offs during the first six months of 2008, resulting in a ratio of net charge-offs to average loans of 0.57% compared to 0.04% net charge-offs for the first half of 2007. There were $24.3 million in nonperforming loans at
June 30, 2008 compared to $5.0 million at June 30, 2007. Loans thirty to eighty-nine days delinquent increased to $13.9 million at June 30, 2008 from $755,000 at June 30, 2007.

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. Asset liquidity is
provided by cash and assets which are readily marketable, which can be pledged, or which will mature in the near future.

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 the Holding Company. 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 be used to fund the origination of mortgage loans designated to be sold
in the secondary market.

At June 30, 2008, the Company had $165.3 million in outstanding borrowings from the FHLB of its present
$211.1 million line, and there was $72.6 million in other available lines from correspondents.

Management regularly reviews the
Banks liquidity position and has implemented internal policies that 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.

Asset Liability and Interest Rate Risk Management

The objective of the Companys Asset Liability and Interest Rate Risk strategies is to identify and manage the sensitivity of net interest income to changing interest rates and to minimize the interest rate risk
between interest-earning assets and interest-bearing liabilities at various maturities. This is to be done in conjunction with the need to maintain adequate liquidity and the overall goal of maximizing net interest income.

The Company manages its exposure to fluctuations in interest rates through policies established by the Asset/Liability Committee (ALCO) of
the Bank. The ALCO meets quarterly and has the responsibility for approving asset/liability management policies, formulating and implementing strategies to improve balance sheet positioning and/or earnings and reviewing the interest rate sensitivity
of the Company. ALCO tries to minimize interest rate risk between interest-earning assets and interest-bearing liabilities by attempting to minimize wide fluctuations in net interest income due to interest rate movements. The ability to control
these fluctuations has a direct impact on the profitability of the Company. Management monitors this activity on a regular basis through analysis of its portfolios to determine the difference between rate sensitive assets and rate sensitive
liabilities.

The Companys rate sensitive assets are those earning interest at variable rates and those with contractual maturities
within one year. Rate sensitive assets therefore include both loans and available-for-sale securities. Rate sensitive liabilities include interest-bearing checking accounts, money market deposit accounts, savings accounts, time deposits and borrowed
funds. The Companys balance sheet is asset-sensitive, meaning that in a given period there will be more assets than liabilities subject to immediate re-pricing as interest rates change in the market. Because most of the Companys loans
are tied to the prime rate, they re-price more rapidly than rate sensitive interest-bearing deposits. During periods of rising rates, this results in increased net interest income. The opposite occurs during periods of declining rates.



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The Company entered into interest rate swaps which provided for the Company to receive payments at a
fixed rate in exchange for paying a floating rate on cash flows from certain loans. Management believes the entering into the interest rate swaps exposed the Company to variability in their fair value due to changes in the level of interest rates.
Management believes that it is prudent to limit the variability in the fair value of a portion of its floating rate loan portfolio. It is the Companys objective to hedge the change in fair value of floating rate loans at coverage levels that
are appropriate, given anticipated or existing interest rate levels and other market considerations, as well as the relationship of change in this asset to other assets of the Company. To meet this objective, the Company utilizes interest rate swaps
as an asset/liability management strategy to hedge the change in value of the cash flows due to changes in expected interest rate assumptions. These interest rate swap agreements are contracts to make a series of floating rate payments in exchange
for receiving a series of fixed rate payments.

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
Company and subsidiary Banks were all considered well capitalized as of June 30, 2008. The Companys Tier 1 Leverage ratio, Tier 1 risk-based capital ratio and Tier 2 risk-based capital ratio were 9.68%, 10.17% and 12.47%, respectively as
of June 30, 2008.

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 June 30, 2008, follows (In thousands):



|                             |  |                 |        
|---------------------------- |  | --------------- | -------
|                             |  | Contract Amount
|Standby letters of credit    |  | $               | 2,843  
|Undisbursed lines of credit  |  | $               | 187,092
|Commitments to extend credit |  | $               | 70,917 



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|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

Interest Sensitivity

Market risk is the risk of loss from adverse changes in market prices and interest rates.
Subsequent to September 30, 2007, the Company engaged in an interest rate swap. An integral component of the Companys interest rate risk management strategy is its ability to use derivative instruments to minimize significant unplanned
fluctuations in earnings and cash flows caused by changes in market interest rates. Examples of derivative instruments that the Company may use as part of its interest rate risk management strategy include interest rate swaps, interest rate
floors, interest rate caps, forward contracts, principal only swaps, options and swaptions. As part of the overall risk management strategy, the Company may enter into forward contracts accounted for as free-standing derivatives to economically
hedge interest rate lock commitments that are also considered freestanding derivatives. When the Company establishes derivative contracts, they are with reputable third parties in order to economically hedge significant exposures assumed in
commercial customer accommodation derivative contracts. Generally, these contracts will have similar terms in order to protect the Company from market volatility. Credit risks may arise from the possible inability of counterparties to meet the terms
of their contracts, which the Company minimizes through approvals, limits and monitoring procedures.

Our market risk arises primarily from
interest rate risk inherent in lending and deposit-taking and borrowing activities. The measurement of market risk associated with financial instruments is meaningful only when all related and offsetting on-and off-balance sheet transactions are
aggregated, and the resulting net positions are identified. Disclosures about the fair value of financial instruments as of December 31, 2007, which reflect changes in market prices and rates, can be found in note 20 to the consolidated
financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007. We believe there have been no significant changes in our market risk exposure since December 31, 2007.



|Item 4. | Controls and Procedures
|------- | -----------------------

(a) Evaluation of Disclosure
Controls and Procedures

Bank of Florida Corporation maintains controls and procedures designed to ensure that information
required to be disclosed in the reports that Bank of Florida Corporation 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 Bank of Florida
Corporation concluded that, subject to the limitations noted below, Bank of Florida Corporation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. Our disclosure controls and procedures are designed to provide us with a reasonable assurance that the information required to be disclosed in reports filed with the SEC is recorded, processed, summarized
and reported within the time periods specified in the SEC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.



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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 June 30, 2008. Our managements assessment of the effectiveness of our internal control over financial reporting as of December 31, 2007 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, 2007.

(c) Changes in Internal Controls

Bank of Florida Corporation has
made no significant changes in its internal controls over financial reporting during the six months ended June 30, 2008 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 errors 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 Bank
of Florida Corporation 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.



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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 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

On April 24, 2008, the Company held its Annual Meeting of shareholders at which the following proposals were considered and acted upon:

PROPOSAL I  Election of the following directors, each for a one-year term:



|                       |  |            |  |                
|---------------------- |  | ---------- |  | ---------------
|Director               |  | Votes For: |  | Votes Withheld:
|Donald R. Barber       |  | 10,164,948 |  | 466,547        
|Joe B. Cox             |  | 10,399,427 |  | 232,068        
|Bradford G. Douglas    |  | 10,451,394 |  | 180,101        
|John B. James          |  | 10,162,807 |  | 468,688        
|LaVonne Johnson        |  | 9,476,357  |  | 1,155,138      
|Edward Kaloust         |  | 9,780,944  |  | 850,551        
|Michael L. McMullan    |  | 10,437,170 |  | 194,325        
|Edward A. Morton       |  | 10,448,494 |  | 183,001        
|Pierce T. Neese        |  | 10,434,578 |  | 196,917        
|Michael T. Putziger    |  | 10,421,943 |  | 209,552        
|Ramon A. Rodriguez     |  | 10,169,896 |  | 461,599        
|L. Francis Rooney, III |  | 10,452,894 |  | 178,601        
|Terry W. Stiles        |  | 9,274,941  |  | 1,356,554      

PROPOSAL II  Ratification of the appointment of Hacker, Johnson &
Smith, P.A. as Bank of Florida Corporations independent auditor for fiscal year ending December 31, 2008:



|           |  |         |  |        
|---------- |  | ------- |  | -------
|For        |  | Against |  | Abstain
|10,486,056 |  | 78,094  |  | 67,345 

PROPOSAL III  Adjournment of the annual meeting to solicit
proxies in the event there are not sufficient votes to approve any one or more of the above Proposals:



|          |  |           |  |        
|--------- |  | --------- |  | -------
|For       |  | Against   |  | Abstain
|9,116,449 |  | 1,476,856 |  | 38,190 



|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 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 Form S-4 filed with the SEC on
October 3, 2006. 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 exhibits which are denominated by a (g.) were previously filed as part of a Form 10-Q filed on November 1, 2006. The
exhibits which are denominated by a (h.) were previously filed as part of a Form 10-Q filed on November 9, 2007. 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 September 24, 2004, File No. 333-116833. The exhibits that are denominated by a (j.) were previously filed as part of Form 10-Q filed with the SEC on August 4, 2005. The exhibits that are denominated by a (k.) were
previously filed as part of Form 10-Q filed with the SEC on November 3, 2005. The exhibits that are denominated by an (l.) were previously filed as part of Form 10-K filed with the SEC on March 5, 2008. The exhibits that are denominated by
an (m.) were previously filed as part of Schedule DEF 14A filed with the SEC on April 21, 2006. The exhibits that are denominated by an (n.) were previously filed as part of Form 10-K filed with the SEC on March 8, 2007. The exhibit
numbers correspond to the exhibit numbers in the referenced document.



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##### Table of Contents

|              |  |                                                                                                                
|------------- |  | ---------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                         
|j.3.1         |  | Amended and Restated Articles of Incorporation                                                                 
|              | 
|3.2           |  | Third Amended and Restated Bylaws dated April 24, 2008                                                         
|              | 
|n.3.3         |  | Article of Amendment to Restated Articles of Incorporation dated December 20, 2006                             
|              | 
|b.4.1         |  | Specimen Common Stock Certificate                                                                              
|              | 
|m.4.2         |  | 2006 Stock Compensation Plan                                                                                   
|              | 
|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                                                                
|              | 
|k.10.1        |  | Amended and Restated Employment Agreement of Michael L. McMullan dated February 1, 2005                        
|              | 
|g.10.2        |  | Change in Control Agreement of Roy N. Hellwege dated September 19, 2006                                        
|              | 
|g.10.3        |  | Change in Control Agreement of Charles K. Cross dated September 19, 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 May 3, 1999                                                     
|              | 
|f.10.6.1      |  | Amendment to Employment Agreement of Craig Sherman dated July 30, 2001                                         
|              | 
|h.10.7        |  | Change in Control Agreement of R. Moyle Fritz, Jr. dated September 20, 2007                                    
|              | 
|h.10.8        |  | Change in Control Agreement of Julie W. Husler dated September 20, 2007                                        
|              | 
|f.10.9        |  | Lease between Citizens Reserve, LLC and Citizens National Bank of Southwest Florida                            
|              | 
|h.10.10       |  | Change in Control Agreement of Christopher Willman dated September 24, 2007                                    
|              | 
|h.10.11       |  | Change in Control Agreement of John B. James dated September 17, 2007                                          
|              | 
|l.10.12       |  | Change in Control Agreement of John S. Chaperon dated January 1, 2008                                          
|              | 
|n.10.15       |  | Change in Control Agreement of Roberto Pelaez dated January 2007                                               
|              | 
|l.10.18       |  | Change in Control Agreement of Tracy L. Keegan dated January 1, 2008                                           
|              | 
|h.14.1        |  | Code of Ethical Conduct (for Principal Executive and Financial Officer) approved on September 20, 2007         
|              | 
|h.14.2        |  | Code of Ethics approved on September 20, 2007                                                                  
|              | 
|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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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.



|       |  |                |  |                             |  |                                             
|------ |  | -------------- |  | --------------------------- |  | --------------------------------------------
|       |  |                |  | BANK OF FLORIDA CORPORATION
|       |  |                | 
|Dated: |  | August 7, 2008 |  | By:                         |  | /s/ Michael L. McMullan                     
|       |  |                |  |                             |  | Michael L. McMullan                         
|       |  |                |  |                             |  | Chief Executive Officer                     
|       |  |                |  |                             |  | (Principal Executive Officer)               
|       |  |                | 
|Dated: |  | August 7, 2008 |  | By:                         |  | /s/ Tracy L. Keegan                         
|       |  |                |  |                             |  | Tracy L. Keegan                             
|       |  |                |  |                             |  | Chief Financial Officer                     
|       |  |                |  |                             |  | (Principal Financial and Accounting Officer)



28