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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Quarterly Period Ended
March 31, 2007

Commission File Number 000-50091



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BANK OF FLORIDA CORPORATION



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A Florida
Corporation

IRS Employer Identification No. 59-3535315

1185 Immokalee Road

Naples, Florida 34110

(239) 254-2100



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

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

Large accelerated filer ̈Accelerated filer  x    Non-accelerated filer ̈

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

The number of shares outstanding of the Registrants common stock, as of April 30, 2007 was 12,676,944 shares of $.01 par value common stock.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

Index



|         |  |                       |  |                                                                                                                                |  |     
|-------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------------------------------ |  | ----
|         |  |                       |  |                                                                                                                                |  | Page
|PART I.  |  | Financial Information |  |                                                                                                                               
|         |  |                       | 
|         |  | Item 1.               |  | Financial Statements (Unaudited)                                                                                               |  |     
|         |  |                       | 
|         |  |                       |  | Condensed Consolidated Balance Sheets March 31, 2007 and December 31, 2006                                                     |  | 1   
|         |  |                       | 
|         |  |                       |  | Condensed Consolidated Statements of Operations  Three months ended March 31, 2007 and 2006                                   |  | 2   
|         |  |                       | 
|         |  |                       |  | Condensed Consolidated Statements of Stockholders Equity - Year ended December 31, 2006 and three-months ended March 31, 2007 |  | 3   
|         |  |                       | 
|         |  |                       |  | Condensed Consolidated Statements of Comprehensive Income  Three months ended March 31, 2007 and 2006                         |  | 3   
|         |  |                       | 
|         |  |                       |  | Condensed Consolidated Statements of Cash Flows  Three months ended March 31, 2007 and 2006                                   |  | 4   
|         |  |                       | 
|         |  |                       |  | Notes to the Condensed Consolidated Financial Statements                                                                       |  | 5   
|         |  |                       | 
|         |  |                       |  | Selected Quarterly Consolidated Financial Data                                                                                 |  | 15  
|         |  |                       | 
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operation                                           |  |     
|         |  |                       | 
|         |  |                       |  | Overview                                                                                                                       |  | 16  
|         |  |                       | 
|         |  |                       |  | Analysis of Financial Condition                                                                                                |  | 16  
|         |  |                       | 
|         |  |                       |  | Analysis of Results of Operations                                                                                              |  | 18  
|         |  |                       | 
|         |  |                       |  | Liquidity and Capital Resources                                                                                                |  | 20  
|         |  |                       | 
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                                     |  | 21  
|         |  |                       | 
|         |  | Item 4.               |  | Controls and Procedures                                                                                                        |  | 21  
|         |  |                      
|PART II. |  | Other Information     |  |                                                                                                                               
|         |  |                       | 
|         |  | Item 1.               |  | Legal Proceedings                                                                                                              |  | 22  
|         |  |                       | 
|         |  | Item 6.               |  | Exhibits                                                                                                                       |  | 23  
|         |  |                      
|         |  | Signatures            |  | 25                                                                                                                            



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2007 and December 31, 2006

(In Thousands, except share and per share data)



|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                  |  | March 31,2007 |         |   | December 31,2006 |  
|                                                                                                                                                                                  |  | (Unaudited)   |         |   |                  |  
|ASSETS                                                                                                                                                                            |  |               |         |   |                  |   |         |  
|Cash and due from banks                                                                                                                                                           |  | $             | 12,804  |   |                  | $ | 17,770  |  
|Interest-bearing deposits due from other banks                                                                                                                                    |  |               | 310     |   |                  |   | 3,491   |  
|Federal funds sold                                                                                                                                                                |  |               | 23,462  |   |                  |   | 6,483   |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|TOTAL CASH AND CASH EQUIVALENTS                                                                                                                                                   |  |               | 36,576  |   |                  |   | 27,744  |  
|                                                                                                                                                                                  |  |              
|Securities held to maturity                                                                                                                                                       |  |               | 25      |   |                  |   | 25      |  
|Securities available for sale                                                                                                                                                     |  |               | 39,465  |   |                  |   | 41,699  |  
|Loans held for sale                                                                                                                                                               |  |               | 755     |   |                  |   | 1,103   |  
|                                                                                                                                                                                  |  |              
|Loans held for investment                                                                                                                                                         |  |               | 830,440 |   |                  |   | 782,507 |  
|Less: Allowance for loan losses                                                                                                                                                   |  |               | 8,203   |   |                  |   | 7,833   |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|Net loans held for investment                                                                                                                                                     |  |               | 822,237 |   |                  |   | 774,674 |  
|                                                                                                                                                                                  |  |              
|Federal Home Loan Bank (FHLB) stock, at cost                                                                                                                                    |  |               | 4,748   |   |                  |   | 3,319   |  
|Premises and equipment                                                                                                                                                            |  |               | 7,439   |   |                  |   | 7,304   |  
|Accrued interest receivable                                                                                                                                                       |  |               | 4,135   |   |                  |   | 4,416   |  
|Cash surrender value of life insurance                                                                                                                                            |  |               | 3,285   |   |                  |   | 3,249   |  
|Deferred tax asset                                                                                                                                                                |  |               | 3,719   |   |                  |   | 3,589   |  
|Goodwill                                                                                                                                                                          |  |               | 11,392  |   |                  |   | 11,325  |  
|Intangible assets, net                                                                                                                                                            |  |               | 2,416   |   |                  |   | 2,506   |  
|Other assets                                                                                                                                                                      |  |               | 2,547   |   |                  |   | 2,149   |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|TOTAL ASSETS                                                                                                                                                                      |  | $             | 938,739 |   |                  | $ | 883,102 |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|                                                                                                                                                                                  |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                              |  |               |         |   |                  |   |         |  
|Deposits                                                                                                                                                                          |  | $             | 718,584 |   |                  | $ | 691,180 |  
|Subordinated debt                                                                                                                                                                 |  |               | 11,000  |   |                  |   | 11,000  |  
|Federal home loan bank advances                                                                                                                                                   |  |               | 69,500  |   |                  |   | 42,500  |  
|Accrued interest payable                                                                                                                                                          |  |               | 875     |   |                  |   | 972     |  
|Accrued expenses and other liabilities                                                                                                                                            |  |               | 1,752   |   |                  |   | 1,945   |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|TOTAL LIABILITIES                                                                                                                                                                 |  |               | 801,711 |   |                  |   | 747,597 |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|Stockholders Equity:                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Series A Preferred stock, par value $.01 per share, no shares designated, authorized, issued or outstanding at March 31, 2007 and
December 31, 2006.                              |  |               |        |   |                  |   |        |  
|Undesignated Preferred stock, par value $.01 per share, 1,000,000 shares authorized, no shares issued and outstanding at March 31, 2007
and December 31, 2006.                    |  |               |        |   |                  |   |        |  
|Common stock, par value $.01 per share, 20,000,000 shares authorized, 9,610,069 and 9,575,153 shares issued and outstanding at March 31,
2007 and December 31, 2006, respectively |  |               | 96      |   |                  |   | 96      |  
|Additional paid-in capital                                                                                                                                                        |  |               | 140,484 |   |                  |   | 139,854 |  
|Accumulated deficit                                                                                                                                                               |  |               | (3,686  | ) |                  |   | (4,551  | )
|Accumulated other comprehensive income                                                                                                                                            |  |               | 134     |   |                  |   | 106     |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                                        |  |               | 137,028 |   |                  |   | 135,505 |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                        |  | $             | 938,739 |   |                  | $ | 883,102 |  
|                                                                                                                                                                                  |  |               |         |   |                  |   |         |  

See accompanying notes to condensed consolidated financial statements.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2007 and 2006

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



|                                                    |  |                             |           |      |   |          
|--------------------------------------------------- |  | --------------------------- | --------- | ---- | - | ---------
|                                                    |  | Three-months endedMarch 31,
|                                                    |  | 2007                        |           | 2006
|INTEREST INCOME                                     |  |                             |           |      |   |          
|Interest and fees on loans                          |  | $                           | 16,013    |      | $ | 9,383    
|Interest on securities and other                    |  |                             | 616       |      |   | 213      
|Interest on federal funds sold                      |  |                             | 102       |      |   | 349      
|                                                    |  |                             |           |      |   |          
|TOTAL INTEREST INCOME                               |  |                             | 16,731    |      |   | 9,945    
|                                                    |  |                             |           |      |   |          
|INTEREST EXPENSE                                    |  |                             |           |      |   |          
|Interest on deposits                                |  |                             | 6,650     |      |   | 3,499    
|Interest on subordinated debt                       |  |                             | 207       |      |   | 186      
|Interest on Federal Home Loan Bank advances         |  |                             | 742       |      |   | 42       
|                                                    |  |                             |           |      |   |          
|TOTAL INTEREST EXPENSE                              |  |                             | 7,599     |      |   | 3,727    
|                                                    |  |                             |           |      |   |          
|NET INTEREST INCOME                                 |  |                             | 9,132     |      |   | 6,218    
|                                                    |  |                            
|PROVISION FOR LOAN LOSSES                           |  |                             | 576       |      |   | 606      
|                                                    |  |                             |           |      |   |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                             | 8,556     |      |   | 5,612    
|                                                    |  |                             |           |      |   |          
|NONINTEREST INCOME                                  |  |                             |           |      |   |          
|Service charges and fees                            |  |                             | 468       |      |   | 306      
|Trust fees                                          |  |                             | 716       |      |   | 612      
|Gain on sale of loans, net                          |  |                             | 76        |      |   | 181      
|                                                    |  |                             |           |      |   |          
|TOTAL NONINTEREST INCOME                            |  |                             | 1,260     |      |   | 1,099    
|                                                    |  |                             |           |      |   |          
|NONINTEREST EXPENSES                                |  |                             |           |      |   |          
|Salaries and employee benefits                      |  |                             | 4,558     |      |   | 3,322    
|Occupancy                                           |  |                             | 1,145     |      |   | 865      
|Equipment rental, depreciation and maintenance      |  |                             | 417       |      |   | 361      
|Data processing                                     |  |                             | 595       |      |   | 431      
|Stationary, postage and office supplies             |  |                             | 178       |      |   | 129      
|Professional fees                                   |  |                             | 371       |      |   | 195      
|Advertising, marketing and public relations         |  |                             | 239       |      |   | 226      
|Other                                               |  |                             | 851       |      |   | 512      
|                                                    |  |                             |           |      |   |          
|TOTAL NONINTEREST EXPENSES                          |  |                             | 8,354     |      |   | 6,041    
|                                                    |  |                             |           |      |   |          
|INCOME BEFORE INCOME TAXES                          |  |                             | 1,462     |      |   | 670      
|Income taxes                                        |  |                             | 597       |      |   | 270      
|                                                    |  |                             |           |      |   |          
|NET INCOME                                          |  | $                           | 865       |      | $ | 400      
|                                                    |  |                             |           |      |   |          
|NET INCOME PER SHARE: BASIC                         |  | $                           | 0.09      |      | $ | 0.07     
|                                                    |  |                             |           |      |   |          
|NET INCOME PER SHARE: DILUTED                       |  | $                           | 0.09      |      | $ | 0.06     
|                                                    |  |                             |           |      |   |          
|WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC          |  |                             | 9,588,972 |      |   | 5,943,933
|                                                    |  |                             |           |      |   |          
|WEIGHTED AVERAGE SHARES OUTSTANDING: DILUTED        |  |                             | 9,794,468 |      |   | 6,213,178
|                                                    |  |                             |           |      |   |          
|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 STATEMENTS OF STOCKHOLDERS EQUITY

For the Year Ended December 31, 2006 and the Three-Months Ended March 31, 2007 (Unaudited)

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



|                                                                   |  |              |  |                           |    |                     |   |         |                                        |   |        |   |  |   |      |   |  |   |        
|------------------------------------------------------------------ |  | ------------ |  | ------------------------- | -- | ------------------- | - | ------- | -------------------------------------- | - | ------ | - |  | - | ---- | - |  | - | -------
|                                                                   |  | Common Stock |  | AdditionalPaid-In Capital |    | Accumulated Deficit |   |         | AccumulatedComprehensive Income (Loss) |   |        |  
|                                                                   |  | Shares       |  | Amount                    |    |                     |   |         | Total                                 
|Balance, December 31, 2005                                         |  | 5,943,783    |  | $                         | 59 |                     | $ | 66,066  |                                        | $ | (6,870 | ) |  | $ | (194 | ) |  | $ | 59,061 
|                                                                   |  |              |  |                           |    |                    
|Net income                                                         |  |             |  |                           |   |                     |   |        |                                        |   | 2,319  |   |  |   |     |   |  |   | 2,319  
|Exercise of stock options, warrants and other                      |  | 68,152       |  |                           | 1  |                     |   | 803     |                                        |   |       |   |  |   |     |   |  |   | 804    
|Paid-in-capital from stock compensation expense                    |  |             |  |                           |   |                     |   | 291     |                                        |   |       |   |  |   |     |   |  |   | 291    
|Tax benefit from stock options exercised                           |  |             |  |                           |   |                     |   | 191     |                                        |   |       |   |  |   |     |   |  |   | 191    
|Common stock issued, net of offering cost of $3,970                |  | 2,875,000    |  |                           | 29 |                     |   | 57,814  |                                        |   |       |   |  |   |     |   |  |   | 57,843 
|Common stock issued in acquisition                                 |  | 688,218      |  |                           | 7  |                     |   | 14,689  |                                        |   |       |   |  |   |     |   |  |   | 14,696 
|Changes in fair value on available-for-sale securities, net of tax |  |             |  |                           |   |                     |   |        |                                        |   |       |   |  |   | 300  |   |  |   | 300    
|                                                                   |  |              |  |                           |    |                     |   |         |                                        |   |        |   |  |   |      |   |  |   |        
|Balance as of December 31, 2006                                    |  | 9,575,153    |  |                           | 96 |                     |   | 139,854 |                                        |   | (4,551 | ) |  |   | 106  |   |  |   | 135,505
|Net income                                                         |  |             |  |                           |   |                     |   |        |                                        |   | 865    |   |  |   |     |   |  |   | 865    
|Exercise of stock options, warrants and other                      |  | 34,916       |  |                           |   |                     |   | 452     |                                        |   |       |   |  |   |     |   |  |   | 452    
|Paid-in-capital from stock compensation expense                    |  |             |  |                           |   |                     |   | 94      |                                        |   |       |   |  |   |     |   |  |   | 94     
|Tax benefit from stock options exercised                           |  |             |  |                           |   |                     |   | 84      |                                        |   |       |   |  |   |     |   |  |   | 84     
|Changes in fair value on available for sale securities, net of tax |  |             |  |                           |   |                     |   |        |                                        |   |       |   |  |   | 28   |   |  |   | 28     
|                                                                   |  |              |  |                           |    |                     |   |         |                                        |   |        |   |  |   |      |   |  |   |        
|Balance as of March 31, 2007                                       |  | 9,610,069    |  | $                         | 96 |                     | $ | 140,484 |                                        | $ | (3,686 | ) |  | $ | 134  |   |  | $ | 137,028
|                                                                   |  |              |  |                           |    |                     |   |         |                                        |   |        |   |  |   |      |   |  |   |        

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



|                                                                                                                                            |      |                             |      |  |   |     |  
|------------------------------------------------------------------------------------------------------------------------------------------- | ---- | --------------------------- | ---- |  | - | --- | -
|(In Thousands, unaudited)                                                                                                                   |      | Three-months endedMarch 31, |     
|                                                                                                                                            | 2007 |                             | 2006 | 
|Net income                                                                                                                                  |      | $                           | 865  |  | $ | 400 |  
|Other comprehensive income :                                                                                                                |      |                             |      |  |   |     |  
|Unrealized gains (losses) on available-for-sale securities:                                                                                 |      |                             |      |  |   |     |  
|Unrealized holding gains (losses) arising during the period, net of income taxes (benefit) of $17 and $(18) in 2007 and 2006,
respectively. |      |                             | 28   |  |   | (29 | )
|                                                                                                                                            |      |                             |      |  |   |     |  
|Comprehensive income                                                                                                                        |      | $                           | 893  |  | $ | 371 |  
|                                                                                                                                            |      |                             |      |  |   |     |  

See accompanying notes to condensed consolidated financial statements.



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three-Months Ended March 31, 2007 and 2006

(In Thousands)



|                                                                                          |  |                                         |          |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | --------------------------------------- | -------- | - | ---- | - | ------- | -
|                                                                                          |  | (Unaudited) Three-Months EndedMarch 31, |         
|                                                                                          |  | 2007                                    |          |   | 2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                      |  |                                         |          |   |      |   |         |  
|Net income                                                                                |  | $                                       | 865      |   |      | $ | 400     |  
|Adjustments to reconcile net income to net cash provided by operating activities:         |  |                                         |          |   |      |   |         |  
|Depreciation and amortization                                                             |  |                                         | 385      |   |      |   | 337     |  
|Provision for loan losses                                                                 |  |                                         | 576      |   |      |   | 606     |  
|Accretion of deferred loan fees and costs, net                                            |  |                                         | (284     | ) |      |   | (137    | )
|Accretion of premiums and discounts on investments, net                                   |  |                                         | (24      | ) |      |   | 6       |  
|Gain on sale of loans held for sale, net                                                  |  |                                         | (76      | ) |      |   | (181    | )
|Originations of loans held for sale                                                       |  |                                         | (14,710  | ) |      |   | (35,144 | )
|Proceeds from sale of loans held for sale                                                 |  |                                         | 15,134   |   |      |   | 36,025  |  
|Amortization of intangible assets                                                         |  |                                         | 90       |   |      |   | 10      |  
|Decrease (Increase) in accrued interest receivable                                        |  |                                         | 281      |   |      |   | (329    | )
|Deferred income taxes (benefit)                                                           |  |                                         | (147     | ) |      |   | 270     |  
|Increase in cash surrender value of bank-owned life insurance                             |  |                                         | (36      | ) |      |   | (22     | )
|Increase in other assets                                                                  |  |                                         | (398     | ) |      |   | (628    | )
|Stock compensation expense                                                                |  |                                         | 94       |   |      |   | 42      |  
|Increase in accrued interest payable                                                      |  |                                         | (97      | ) |      |   | (17     | )
|Increase in accrued expenses and other liabilities                                        |  |                                         | (260     | ) |      |   | (169    | )
|                                                                                          |  |                                         |          |   |      |   |         |  
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                                 |  |                                         | 1,393    |   |      |   | 1,069   |  
|                                                                                          |  |                                         |          |   |      |   |         |  
|                                                                                          |  |                                        
|CASH FLOWS FROM INVESTING ACTIVITIES                                                      |  |                                         |          |   |      |   |         |  
|Net increase in loans held for investment                                                 |  |                                         | (47,855  | ) |      |   | (64,110 | )
|Proceeds from maturing securities and principal payments on available-for-sale securities |  |                                         | 2,303    |   |      |   | 250     |  
|Purchase of FHLB stock, net                                                               |  |                                         | (1,429   | ) |      |   | (687    | )
|Purchase of premises and equipment, net                                                   |  |                                         | (520     | ) |      |   | (446    | )
|                                                                                          |  |                                         |          |   |      |   |         |  
|NET CASH USED IN INVESTING ACTIVITIES                                                     |  |                                         | (47,501  | ) |      |   | (64,993 | )
|                                                                                          |  |                                         |          |   |      |   |         |  
|                                                                                          |  |                                        
|CASH FLOWS FROM FINANCING ACTIVITIES                                                      |  |                                         |          |   |      |   |         |  
|Net increase in deposits                                                                  |  |                                         | 27,404   |   |      |   | 40,112  |  
|Proceeds from FHLB Advances                                                               |  |                                         | 128,750  |   |      |   | 21,000  |  
|Repayment of FHLB Advances                                                                |  |                                         | (101,750 | ) |      |   | (11,000 | )
|Tax benefit from exercise of common stock options and warrants                            |  |                                         | 84       |   |      |   | 4       |  
|Net proceeds from issuance of common stock                                                |  |                                         | 452      |   |      |   | 11      |  
|                                                                                          |  |                                         |          |   |      |   |         |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                 |  |                                         | 54,940   |   |      |   | 50,127  |  
|                                                                                          |  |                                         |          |   |      |   |         |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                      |  |                                         | 8,832    |   |      |   | (13,797 | )
|CASH AND CASH EQUIVALENTS:                                                                |  |                                         |          |   |      |   |         |  
|Beginning of period                                                                       |  |                                         | 27,744   |   |      |   | 50,117  |  
|                                                                                          |  |                                         |          |   |      |   |         |  
|End of period                                                                             |  | $                                       | 36,576   |   |      | $ | 36,320  |  
|                                                                                          |  |                                         |          |   |      |   |         |  
|                                                                                          |  |                                        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                          |  |                                         |          |   |      |   |         |  
|Cash paid during the period for:                                                          |  |                                         |          |   |      |   |         |  
|Interest                                                                                  |  | $                                       | 7,696    |   |      | $ | 3,744   |  
|                                                                                          |  |                                         |          |   |      |   |         |  
|Taxes                                                                                     |  | $                                       | 90       |   |      | $ |        |  
|                                                                                          |  |                                         |          |   |      |   |         |  
|                                                                                          |  |                                        
|Noncash Transactions:                                                                     |  |                                         |          |   |      |   |         |  
|Unrealized holding loss on securities available-for-sale                                  |  | $                                       | 28       |   |      | $ | (29     | )
|                                                                                          |  |                                         |          |   |      |   |         |  
|Increase in accrued expense and other liabilities and Goodwill                            |  | $                                       | 67       |   |      | $ |        |  
|                                                                                          |  |                                         |          |   |      |   |         |  

See accompanying notes to condensed consolidated financial statements.



4



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1General

On December 20, 2006, the
shareholders approved changing the name of the Company from Bancshares of Florida, Inc. to Bank of Florida Corporation to further the Companys brand strategy and name recognition. 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, the Banks), and Bank
of Florida Trust Company. All significant intercompany balances and transactions have been eliminated.

The Companys primary source
of income is from the Banks, which provide a full range of commercial and consumer banking services primarily within the Naples, Ft. Lauderdale, Palm Beach and Tampa Bay areas of Florida. The Banks are subject to regulation of both the Florida
Department of Financial Services and the Federal Deposit Insurance Corporation.

Bank of Florida Trust Company (the Trust
Company) was incorporated under the laws of the State of Florida and offers investment management, trust administration, estate planning, and financial planning 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.

In the opinion
of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) to present fairly our financial position as of March 31, 2007 and
December 31, 2006, and the results of operations and cash flows for the three month periods ended March 31, 2007 and 2006, and the stockholders equity for the three and twelve months ended March 31, 2007 and December 31,
2006. 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, 2007 or any other interim period.

Reclassifications:

Certain reclassifications have
been made to prior period financial statements to conform to the March 31, 2007 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 (the Plan) pursuant to which the Companys Board of Directors may grant stock options to officers and key employees. The Plan, as amended at the 2005 Annual Shareholders
meeting, authorized grants of options to purchase no less than 11.5% of outstanding shares. In no event, however, would the number of reserved shares ever exceed 1,000,000 shares. The 2006 Stock compensation Plan authorized 12% of common shares
issued after April 3, 2006 plus 58,154 shares which were available for grant under the 2005 plan and was approved by shareholders on June 8, 2006.

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 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 March 31, 2007, there were 388,719 shares available for grant under the Plan.



5



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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)



The total fair value of shares vested and recognized as compensation expense for the three months
ended March 31, 2007 and 2006 was $76,000 and $101,000, respectively. There was no associated tax benefit recognized in connection with these incentive stock options. As of March 31, 2007, the Company had 117,000 nonvested options
outstanding and there was $1,234,000 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 December 31, 2011.

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 months ended March 31, 2007 was $11.64
on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions. There were no options granted during the quarter ended March 31, 2006.



|                        |  |                                     |   |  |     
|----------------------- |  | ----------------------------------- | - |  | ----
|                        |  | For the three monthsended March 31,
|                        |  | 2007                                |   |  | 2006
|Expected dividend yield |  |                                    |   |  |    
|Expected volatility     |  | 49.00                               | % |  |    
|Risk-free interest rate |  | 4.69                                | % |  |    
|Expected life           |  | 7 years                             |   |  |    

The total intrinsic value of options exercised during the three months ended March 31, 2007
and 2006 was $75,000 and $5,600, respectively. Stock option activity during the three months ended March 31, 2007 was as follows (in thousands, except per share data):



|                            |  |                    |   |  |                                       |       |                          |           |                         |   |      
|--------------------------- |  | ------------------ | - |  | ------------------------------------- | ----- | ------------------------ | --------- | ----------------------- | - | -----
|                            |  | OPTIONSOUTSTANDING |   |  | WEIGHTEDAVERAGE OPTIONPRICE PER SHARE |       | REMAININGCONTRACTUALTERM |           | AGGREGATEINTRINSICVALUE
|Balance December 31, 2006   |  | 667,197            |   |  | $                                     | 15.40 |                          |           |                         |   |      
|Granted                     |  | 69,900             |   |  |                                       | 20.50 |                          |           |                         |   |      
|Exercised                   |  | (19,183            | ) |  |                                       | 15.03 |                          |           |                         |   |      
|Forfeited                   |  | (200               | ) |  |                                       | 18.15 |                          |           |                         |   |      
|                            |  |                    |   |  |                                       |       |                          |           |                         |   |      
|Balance, March 31, 2007     |  | 717,714            |   |  | $                                     | 15.91 |                          | 7.2 years |                         | $ | 2,884
|                            |  |                    |   |  |                                       |       |                          |           |                         |   |      
|Exercisable, March 31, 2007 |  | 600,714            |   |  | $                                     | 15.14 |                          | 6.7 years |                         | $ | 2,874
|                            |  |                    |   |  |                                       |       |                          |           |                         |   |      



6



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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)



The Company has also issued warrants to the Board of Directors of the Company and Board members and
Advisory Board members of the Companys subsidiaries. At March 31, 2007 and December 31, 2006 warrants to purchase 226,146 and 241,879 common shares, respectively, at an average exercise price of $11.10 and $11.06, respectively, were
outstanding. Of that amount, 210,946 and 226,679, respectively, were fully vested. If, at any time, the holders of these warrants cease to serve as a director of the Company or a Company subsidiary, or an Advisory Board member, the warrants shall
immediately expire. Compensation expense totaling $17,900 and $42,200 was recognized during the three months ended March 31, 2007 and 2006, respectively in connection with certain of these warrants (in thousands, except per share data).



|                          |  |                     |   |  |                                       |      
|------------------------- |  | ------------------- | - |  | ------------------------------------- | -----
|                          |  | WARRANTSOUTSTANDING |   |  | WEIGHTEDAVERAGE OPTIONPRICE PER SHARE
|Balance December 31, 2006 |  | 241,879             |   |  | $                                     | 11.06
|Granted                   |  |                    |   |  |                                       |     
|Exercised                 |  | (15,733             | ) |  |                                       | 10.38
|Forfeited                 |  |                    |   |  |                                       |     
|                          |  |                     |   |  |                                       |      
|Balance March 31, 2007    |  | 226,146             |   |  | $                                     | 11.10
|                          |  |                     |   |  |                                       |      

NOTE 3Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (the FASB) issued Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115,(FAS 159). FAS 159 provide 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 FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all
entities with available-for-sale and trading securities. FAS 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. Early adoption is permitted as of the beginning of a fiscal year that begins on or before
November 15, 2007, provided the entity makes that election within the first 120 days of that fiscal year and also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements. Management believes
this Statement will not have a material effect on the Companys consolidated financial statements.

In September 2006, the FASB issued
Statement No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans (an amendment of FASB Statements No. 87, 88, 106, and 132R,(FAS 158). FAS 158 requires an employer to:
(a) recognize in its statement of financial position an asset for a plans overfunded status or a liability for a plans underfunded status; (b) measure a plans assets and its obligations that determine its funded status as
of the end of the employers fiscal year, and; (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur as a component of comprehensive income. The requirement to recognize
the funded status of a benefit plan and the disclosure requirements are effective for the Companys financial statements as of December 31, 2006. There was no impact on the Companys financial statements for December 31, 2006.
The requirement to measure plan assets and benefit obligations as of the date of the employers fiscal year-end statement of financial position is effective for financial statements issued for fiscal years ending after December 15, 2008.
Management believes this Statement will not have a material effect on the Companys consolidated financial statements.

In September
2006, the FASB issued Statement No. 157, Fair Value Measurements,(FAS 157). FAS 157 provides enhanced guidance for using fair value to measure assets and liabilities. The standard also responds to investors
request for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurement on earnings and is applicable whenever other
standards require (or permit) assets and liabilities to be measured at fair value. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those years. Early
adoption is permitted. Management believes this statement will not have a material effect on the Companys consolidated financial statements.



7



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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 September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin
No. 108 (SAB 108). SAB 108 expresses the SEC Staffs views regarding the process of quantifying financial statement misstatements. SAB 108 states that in evaluating the materiality of financial statement misstatements a
corporation must quantify the impact of correcting misstatements, including both the carryover and reversing effects of prior year misstatements, on the current year financial statements. SAB 108 is effective for the fiscal years ended after
November 15, 2006. Under certain circumstances, prior year financial statements will not have to be restated and the effects of initially applying SAB 108 on prior years will be recorded as a cumulative effect adjustment to beginning Retained
Earnings on January 1, 2006, with disclosure of the items included in the cumulative effect. The adoption of SAB 108 did not have a material impact on the Companys consolidated results of operations and financial condition.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement
No. 109,(FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with FASB Statement No. 109, Accounting for Income
Taxes. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This statement was effective
January 1, 2007 and did not have a material effect on the Companys financial statements.

In March 2006, the FASB issued Statement No. 156,
Accounting for Servicing of Financial Assets,(FAS 156) which amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This
Statement addresses the recognition and measurement of separately recognized servicing assets and liabilities, such as those common with mortgage securitization activities, and provides an approach to simplify efforts to obtain hedge-like
accounting. It also clarifies when an obligation to service financial assets should be separately recognized as a servicing asset or servicing liability and requires that those separately recognized assets or liabilities be initially measured at
fair value, if practicable. FAS 156 permits an entity to choose either the amortization method or the fair value method for subsequent measurement and also permits a servicer that uses derivative financial instruments to offset risks on servicing to
report both the derivative financial instrument and related servicing asset or liability by using a consistent measurement attribute  fair value. This statement shall be effective for all separately recognized servicing assets and liabilities
acquired or issued after January 1, 2007. This Statement did not have a material effect on the Companys consolidated financial statements.

In February 2006, the FASB issued Statement No. 155, Accounting for Hybrid Financial Instruments  an amendment of FASB Statements No. 133 and 140.This statement amends FASB Statements
No. 133, Accounting for Derivative Instruments and Hedging Activities (FAS 133), and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
(FAS 140). This Statement allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole
instrument on a fair value basis. It also clarifies which interest-only strips and principal-only strips are not subject to the requirements of FAS 133; establishes a requirement to evaluate interests in securitized financial assets to identify
interest that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation; clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives;
and, amends FAS 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement was
effective for all financial instruments acquired or issued as of January 1, 2007. This Statement did not have a material effect on the Companys consolidated financial statements.



8



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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 minus preferred stock dividends 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 March 31, 2007 and 2006, are summarized as follows
(in thousands, except per share data):



|                                                  |  |                                      |     |                                   |           |                |   |           |  |                                   |     |                |           |  |   |     
|------------------------------------------------- |  | ------------------------------------ | --- | --------------------------------- | --------- | -------------- | - | --------- |  | --------------------------------- | --- | -------------- | --------- |  | - | ----
|                                                  |  | For the three months ended March 31,
|                                                  |  | 2007                                 |     | 2006                             
|                                                  |  | NetIncome                            |     | Weighted-AverageSharesOutstanding |           | IncomePerShare |   | NetIncome |  | Weighted-AverageSharesOutstanding |     | IncomePerShare
|Net income                                        |  | $                                    | 865 |                                   | 9,588,972 |                | $ | 0.09      |  | $                                 | 400 |                | 5,943,933 |  | $ | 0.07
|Dilutive effect of stock options outstanding      |  |                                      |     |                                   | 144,847   |                |   |           |  |                                   |     |                | 182,592   |  |   |     
|Dilutive effect of warrants outstanding           |  |                                      |     |                                   | 60,649    |                |   |           |  |                                   |     |                | 86,653    |  |   |     
|                                                  |  |                                      |     |                                   |           |                |   |           |  |                                   |     |                |           |  |   |     
|Income available to common shareholders  diluted |  | $                                    | 865 |                                   | 9,794,468 |                | $ | 0.09      |  | $                                 | 400 |                | 6,213,178 |  | $ | 0.06
|                                                  |  |                                      |     |                                   |           |                |   |           |  |                                   |     |                |           |  |   |     

NOTE 5Business Combination

On August 25, 2006, the Company completed the acquisition of Bristol Bank (Bristol) in Coral Gables, Florida, by merging Bristol into the
Companys wholly-owned subsidiary, Bank of Florida  Southeast. The acquisition of Bristol Bank provides the Company entry into the dynamic Coral Gables market. The Coral Gables/Miami-Dade County demographics are expected to
compliment the Companys premium private-banking brand and entrepreneurial business model. The Company issued a total of 688,218 shares of common stock and cash consideration of approximately $6.3 million representing total consideration of
$21.5 million.

The Company recorded $13.1 million in intangible assets, of which $1.7 million was allocated to the core deposit
intangible. The principal factors considered when valuing the core deposit intangible consist of the following: (1) the rate and maturity structure of the interest bearing liabilities, (2) estimated retention rates for each deposit
liability category, (3) the current interest rate environment and (4) estimated noninterest income potential of the acquired relationship. The core deposit intangible created is being amortized on a double declining balance basis over ten
years. The remaining intangible of $11.4 million, was allocated to goodwill.

The changes in the carrying amount of goodwill for the three
months ended March 31, 2007 and the year ended December 31, 2006, are as follows (in thousands):



|                           |  |   |        |  
|-------------------------- |  | - | ------ | -
|Balance, January 1, 2006   |  | $ |       |  
|Acquired Goodwill, net     |  |   | 11,325 |  
|                           |  |   |        |  
|Balance, December 31, 2006 |  |   | 11,325 |  
|Adjustments to goodwill    |  |   | 67     | *
|                           |  |   |        |  
|Balance, March 31, 2007    |  | $ | 11,392 |  
|                           |  |   |        |  

---

|* | The adjustments to goodwill recorded during the first three months of 2007 include $80,000 adjustments in contract termination costs.
|- | -------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

NOTE 5Business Combination (contd)



The following table summarizes the fair values of the assets acquired and liabilities assumed at the
date of acquisition, including adjustments (in thousands):



|                                |  |              |        
|------------------------------- |  | ------------ | -------
|                                |  | Bristol Bank
|Cash and due from banks         |  | $            | 2,332  
|Securities                      |  |              | 23,556 
|Federal funds sold              |  |              | 4,522  
|Net loans                       |  |              | 60,016 
|Other assets                    |  |              | 1,979  
|Goodwill                        |  |              | 11,392 
|Core deposit intangible         |  |              | 1,732  
|                                |  |              |        
|Total assets acquired           |  | $            | 105,529
|                                |  |              |        
|                                | 
|Deposits                        |  |              | 74,639 
|Federal Home Loan Bank advances |  |              | 8,500  
|Other liabilities               |  |              | 795    
|                                |  |              |        
|Total liabilities assumed       |  |              | 83,934 
|                                |  |              |        
|Net assets acquired             |  | $            | 21,595 
|                                |  |              |        

The Companys results of operations includes the operations of Bristol Bank since the
acquisition date. The following table presents unaudited proforma results for the Company and Bristol Bank for the three months ended March 31, 2006. 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 amount).



|                         |  |                                  |       
|------------------------ |  | -------------------------------- | ------
|                         |  | Three months endedMarch 31, 2006
|Total revenue            |  | $                                | 12,546
|Net income               |  | $                                | 382   
|Basic income per share   |  | $                                | 0.06  
|Diluted income per share |  | $                                | 0.06  

For proforma information including the effect of the acquisition consummated after March 31,
2007, please see Note 10, Subsequent Events  Acquisitions.



10



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 6Segment Information

The Company has five reportable segments: Bank of FloridaSouthwest; Bank of FloridaSoutheast; Bank of FloridaTampa Bay; Bank of Florida Trust Company; and Bank of Florida Corporation, the parent
corporation. The Other column includes inter-company elimination entries and activity at the bank holding company level. The following presents financial information of reportable segments as of and for the three-month periods ended
March 31, 2007 and 2006 and December 31, 2006 (in thousands).



|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|----------------------------------------------- |  | ------------------------- | ------- | ------------------------- | - | ------------------------ |  | - | -------------------------- | - | ----- | - | ------- | -------------------------------------- | - | ------- | - |  | - | -------
|For the Three Months Ended:                     |  | Bank ofFlorida -Southwest |         | Bank ofFlorida -Southeast |   | Bank ofFlorida -TampaBay |  |   | Bank ofFloridaTrustCompany |   | Other |   |         | Bank ofFloridaCorporation-Consolidated
|March 31, 2007                                  |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Net interest income                             |  | $                         | 3,552   |                           | $ | 4,035                    |  | $ | 1,279                      |   |       | $ | 24      |                                        | $ | 242     |   |  | $ | 9,132  
|Provision for loan losses                       |  |                           | 223     |                           |   | 178                      |  |   | 175                        |   |       |   |        |                                        |   |        |   |  |   | 576    
|Noninterest income                              |  |                           | 165     |                           |   | 346                      |  |   | 33                         |   |       |   | 716     |                                        |   |        |   |  |   | 1,260  
|Noninterest expense                             |  |                           | 1,609   |                           |   | 2,830                    |  |   | 907                        |   |       |   | 475     |                                        |   | 2,533   |   |  |   | 8,354  
|Holding company servicing costs                 |  |                           | 712     |                           |   | 710                      |  |   | 210                        |   |       |   | 27      |                                        |   | (1,659  | ) |  |   |       
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Net income (loss) before income tax             |  |                           | 1,173   |                           |   | 663                      |  |   | 20                         |   |       |   | 238     |                                        |   | (632    | ) |  |   | 1,462  
|Income tax expense (benefit)                    |  |                           | 438     |                           |   | 258                      |  |   | 16                         |   |       |   | 94      |                                        |   | (209    | ) |  |   | 597    
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Net income (loss)                               |  | $                         | 735     |                           | $ | 405                      |  | $ | 4                          |   |       | $ | 144     |                                        | $ | (423    | ) |  | $ | 865    
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|End of period assets                            |  | $                         | 385,543 |                           | $ | 423,372                  |  | $ | 141,500                    |   |       | $ | 3,277   |                                        | $ | (14,953 | ) |  | $ | 938,739
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Assets under advice                             |  | $                         |        |                           | $ |                         |  | $ |                           |   |       | $ | 510,980 |                                        | $ |        |   |  | $ | 510,980
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|                                                |  |                           |         |                           |   |                         
|December 31, 2006                               |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Net interest income                             |  | $                         | 3,641   |                           | $ | 4,097                    |  | $ | 1,216                      |   |       | $ | 21      |                                        | $ | 247     |   |  | $ | 9,222  
|Provision for loan losses                       |  |                           | 157     |                           |   | 349                      |  |   | 228                        |   |       |   |        |                                        |   |        |   |  |   | 734    
|Noninterest income                              |  |                           | 186     |                           |   | 211                      |  |   | 24                         |   |       |   | 653     |                                        |   |        |   |  |   | 1,074  
|Noninterest expense                             |  |                           | 1,487   |                           |   | 2,514                    |  |   | 900                        |   |       |   | 503     |                                        |   | 2,957   |   |  |   | 8,361  
|Holding company servicing costs                 |  |                           | 699     |                           |   | 516                      |  |   | 193                        |   |       |   | 26      |                                        |   | (1,434  | ) |  |   |       
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Net income (loss) before income taxes (benefit) |  |                           | 1,484   |                           |   | 929                      |  |   | (81                        | ) |       |   | 145     |                                        |   | (1,276  | ) |  |   | 1,201  
|Income taxes (benefit)                          |  |                           | 555     |                           |   | 357                      |  |   | (23                        | ) |       |   | 59      |                                        |   | (424    | ) |  |   | 524    
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Net income (loss)                               |  | $                         | 929     |                           | $ | 572                      |  | $ | (58                        | ) |       | $ | 86      |                                        | $ | (852    | ) |  | $ | 677    
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|End of period assets                            |  | $                         | 378,921 |                           | $ | 415,121                  |  | $ | 124,886                    |   |       | $ | 3,142   |                                        | $ | (38,968 | ) |  | $ | 883,102
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Assets under advice                             |  | $                         |        |                           | $ |                         |  | $ |                           |   |       | $ | 415,318 |                                        | $ |        |   |  | $ | 415,318
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|                                                |  |                           |         |                           |   |                         
|March 31, 2006                                  |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Net interest income                             |  | $                         | 2,865   |                           | $ | 2,671                    |  | $ | 644                        |   |       | $ | 19      |                                        | $ | 19      |   |  | $ | 6,218  
|Provision for loan losses                       |  |                           | 235     |                           |   | 259                      |  |   | 112                        |   |       |   |        |                                        |   |        |   |  |   | 606    
|Noninterest income                              |  |                           | 298     |                           |   | 163                      |  |   | 26                         |   |       |   | 612     |                                        |   |        |   |  |   | 1,099  
|Noninterest expense                             |  |                           | 1,416   |                           |   | 1,690                    |  |   | 574                        |   |       |   | 503     |                                        |   | 1,858   |   |  |   | 6,041  
|Holding company servicing costs                 |  |                           | 608     |                           |   | 424                      |  |   | 147                        |   |       |   | 25      |                                        |   | (1,204  | ) |  |   |       
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Net income (loss) before income taxes (benefit) |  |                           | 904     |                           |   | 461                      |  |   | (163                       | ) |       |   | 103     |                                        |   | (635    | ) |  |   | 670    
|Income taxes (benefit)                          |  |                           | 342     |                           |   | 177                      |  |   | (59                        | ) |       |   | 41      |                                        |   | (231    | ) |  |   | 270    
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Net income (loss)                               |  | $                         | 562     |                           | $ | 284                      |  | $ | (104                       | ) |       | $ | 62      |                                        | $ | (404    | ) |  | $ | 400    
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|End of period assets                            |  | $                         | 309,549 |                           | $ | 232,978                  |  | $ | 75,777                     |   |       | $ | 2,746   |                                        | $ | (914    | ) |  | $ | 620,136
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        
|Assets under advice                             |  | $                         |        |                           | $ |                         |  | $ |                           |   |       | $ | 415,318 |                                        | $ |        |   |  | $ | 415,318
|                                                |  |                           |         |                           |   |                          |  |   |                            |   |       |   |         |                                        |   |         |   |  |   |        



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##### Table of Contents

BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 7Loans Held For Investment

The following table sets forth the composition of the loan portfolio at March 31, 2007 and December 31, 2006 (in thousands).



|                                      |  |               |         |   |                  |   |         |  
|------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                      |  | March 31,2007 |         |   | December 31,2006 |  
|Real estate:                          |  |               |         |   |                  |   |         |  
|Commercial real estate                |  | $             | 275,268 |   |                  | $ | 241,931 |  
|Real estateconstruction              |  |               | 316,602 |   |                  |   | 303,950 |  
|One-to-four family residential        |  |               | 90,662  |   |                  |   | 93,298  |  
|Multi-family                          |  |               | 23,449  |   |                  |   | 26,530  |  
|                                      |  |               |         |   |                  |   |         |  
|Total Real Estate Loans               |  |               | 705,981 |   |                  |   | 665,709 |  
|Commercial Loans                      |  |               | 74,843  |   |                  |   | 66,087  |  
|Lines of credit                       |  |               | 38,841  |   |                  |   | 39,127  |  
|Consumer loans                        |  |               | 11,984  |   |                  |   | 12,835  |  
|                                      |  |               |         |   |                  |   |         |  
|Total Gross loans held for investment |  |               | 831,649 |   |                  |   | 783,758 |  
|Less: allowance for loan losses       |  |               | (8,203  | ) |                  |   | (7,833  | )
|Less: unamortized loan fees, net      |  |               | (1,209  | ) |                  |   | (1,251  | )
|                                      |  |               |         |   |                  |   |         |  
|Total loans held for investment, net  |  | $             | 822,237 |   |                  | $ | 774,674 |  
|                                      |  |               |         |   |                  |   |         |  

A loan is considered impaired when, based on current information and events, it is probable that
the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Specific impairment on loans in this category is calculated based on the present value of expected future cash flows discounted at the
loans effective interest rate, or for collateral-dependent loans, at the fair value of the collateral. The following is a summary of information pertaining to impaired and nonaccrual loans (In Thousands):



|                                                                                                    |  |                              |       |                  |   |      
|--------------------------------------------------------------------------------------------------- |  | ---------------------------- | ----- | ---------------- | - | -----
|                                                                                                    |  | March 31,2007                |       | December 31,2006
|Impaired loans without a valuation allowance                                                        |  | $                            | 1,321 |                  | $ | 3,824
|Impaired loans with a valuation allowance                                                           |  |                              | 2,935 |                  |   | 2,606
|                                                                                                    |  |                              |       |                  |   |      
|Total impaired loans                                                                                |  |                              | 4,256 |                  |   | 6,430
|                                                                                                    |  |                              |       |                  |   |      
|Valuation allowance related to impaired loans                                                       |  | $                            | 146   |                  | $ | 130  
|Total nonaccrual loans                                                                              |  | $                            | 1,942 |                  | $ | 213  
|Total loans ninety days or more past due and still accruing                                         |  | $                            | 1,513 |                  | $ | 462  
|                                                                                                    | 
|                                                                                                    |  | Three Months EndingMarch 31,
|                                                                                                    |  | 2006                         |       | 2005            
|Average investment in impaired loans                                                                |  | $                            | 5,343 |                  | $ | 789  
|Interest income recognized on impaired loans                                                        |  | $                            | 100   |                  | $ | 6    
|Income that would have been recognized on non-accrual loans in accordance with their original terms |  | $                            | 23    |                  | $ | 2    

There were no outstanding commitments to extend credit related to those loans in nonaccrual status
or 90 days or more past due.



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)

NOTE 7Loans Held For Investment (contd)



The following table represents the activity in the allowance for loan losses during the three months
ended March 31, 2007 and 2006 (in thousands).



|                          |  |           |       |   |      |   |       |  
|------------------------- |  | --------- | ----- | - | ---- | - | ----- | -
|                          |  | March 31, |      
|                          |  | 2007      |       |   | 2006 |  
|Beginning balance         |  | $         | 7,833 |   |      | $ | 4,603 |  
|Provision for loan losses |  |           | 576   |   |      |   | 606   |  
|Charge-offs               |  |           | (213  | ) |      |   | (154  | )
|Recoveries                |  |           | 7     |   |      |   |      |  
|                          |  |           |       |   |      |   |       |  
|Ending balance            |  | $         | 8,203 |   |      | $ | 5,055 |  
|                          |  |           |       |   |      |   |       |  

NOTE 8Goodwill and Other Intangible Assets

In connection with the acquisition of Bristol Bank, the Company recorded $11.3 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, 2011 is $216,000, $242,000, $198,000, $162,000 and $133,000, 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 $38,955 per year.

The changes in the carrying amount of other intangible assets for the three months ended March 31, 2007 and the year ended December 31, 2006, are as follows (in thousands):



|                                |  |                      |       |                         |   |      |                    |  |                     |       |                         |   |       |                   |   |      |   |  |   |      
|------------------------------- |  | -------------------- | ----- | ----------------------- | - | ---- | ------------------ |  | ------------------- | ----- | ----------------------- | - | ----- | ----------------- | - | ---- | - |  | - | -----
|                                |  | As of March 31, 2007 |       | As of December 31, 2006
|Identifiable intangible assets: |  | Gross CarryingAmount |       | AccumulatedAmortization |   |      | Net CarryingAmount |  | GrossCarryingAmount |       | AccumulatedAmortization |   |       | NetCarryingAmount
|Core Deposit Intangibles        |  | $                    | 1,732 |                         | $ | (192 | )                  |  | $                   | 1,540 |                         | $ | 1,732 |                   | $ | (112 | ) |  | $ | 1,620
|Other Intangibles               |  |                      | 974   |                         |   | (98  | )                  |  |                     | 876   |                         |   | 974   |                   |   | (88  | ) |  |   | 886  
|                                |  |                      |       |                         |   |      |                    |  |                     |       |                         |   |       |                   |   |      |   |  |   |      
|Total                           |  | $                    | 2,706 |                         | $ | (290 | )                  |  | $                   | 2,416 |                         | $ | 2,706 |                   | $ | (200 | ) |  | $ | 2,506
|                                |  |                      |       |                         |   |      |                    |  |                     |       |                         |   |       |                   |   |      |   |  |   |      



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BANK OF FLORIDA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(Unaudited)



NOTE 10Subsequent Event  Acquisition

On April 24, 2007, the Company completed the acquisition of Old Florida Bankshares, Inc., (Old Florida) in Ft. Myers, Florida, by merging
Old Florida into the Companys wholly-owned subsidiary, Bank of Florida  Southwest. The acquisition of Old Florida meets one of our strategic objectives to expand into the rapidly-growing Lee County marketplace. Old Florida
shareholders are entitled to receive either 1.7915 shares of the Companys common stock for each share of Old Florida held, $38.50 per share in cash, or a combination of stock and cash. The Company issued a total of 3,042,558 shares of common
stock and cash consideration of approximately $16.5 million representing total consideration of $72.7 million.

The Company recorded
acquired net assets of $26.8 million and is in the process of performing a fair value analysis of all assets acquired and liabilities assumed as of the acquisition date, including the core deposit intangible.

The following table presents unaudited proforma results for the three months ended March 31, 2007 and 2006 and includes the operations of the
Company, Bristol Bank and Old Florida Bankshares, Inc. However, the following proforma does not include the fair value amortization adjustments related to the Old Florida Bankshares fair value analysis which has not yet been completed. 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 endedMarch 31, 2007 |        | Three months endedMarch 31, 2006
|Total revenue            |  | $                                | 23,313 |                                  | $ | 18,213
|Net income               |  | $                                | 1,420  |                                  | $ | 1,098 
|Basic income per share   |  | $                                | 0.14   |                                  | $ | 0.15  
|Diluted income per share |  | $                                | 0.14   |                                  | $ | 0.14  



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##### Table of Contents

SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA



|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|------------------------------------------------------------- |  | ---------------------------------------------- | --------- | - | ------------- | - | --------- | ------------- |  | - | ------------ | - |  | ------------- | --------- | - |  | - | --------- | -
|                                                              |  | Quarter Ended                                  |          
|                                                              |  | March 31,2007                                  |           |   | Dec. 31, 2006 |   |           | Sept. 30,2006 |  |   | June 30,2006 |   |  | March 31,2006 |          
|                                                              |  | (Dollars In Thousands, except per share data.) |          
|Statement of Operations Data:                                 |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Total interest income                                         |  | $                                              | 16,731    |   |               | $ | 16,227    |               |  | $ | 14,299       |   |  | $             | 11,858    |   |  | $ | 9,945     |  
|Total interest expense                                        |  |                                                | 7,599     |   |               |   | 7,005     |               |  |   | 5,967        |   |  |               | 4,521     |   |  |   | 3,727     |  
|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Net interest income before provision for loan losses          |  |                                                | 9,132     |   |               |   | 9,222     |               |  |   | 8,332        |   |  |               | 7,337     |   |  |   | 6,218     |  
|Provision for loan losses                                     |  |                                                | 576       |   |               |   | 734       |               |  |   | 840          |   |  |               | 656       |   |  |   | 606       |  
|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Net interest income after provision for loan losses           |  |                                                | 8,556     |   |               |   | 8,488     |               |  |   | 7,492        |   |  |               | 6,681     |   |  |   | 5,612     |  
|Noninterest income                                            |  |                                                | 1,260     |   |               |   | 1,074     |               |  |   | 1,062        |   |  |               | 1,006     |   |  |   | 1,099     |  
|Noninterest expense                                           |  |                                                | 8,354     |   |               |   | 8,361     |               |  |   | 7,418        |   |  |               | 6,764     |   |  |   | 6,041     |  
|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Net income before income taxes                                |  |                                                | 1,462     |   |               |   | 1,201     |               |  |   | 1,136        |   |  |               | 923       |   |  |   | 670       |  
|Income taxes                                                  |  |                                                | 597       |   |               |   | 524       |               |  |   | 447          |   |  |               | 370       |   |  |   | 270       |  
|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Net income                                                    |  | $                                              | 865       |   |               |   | 677       |               |  |   | 689          |   |  |               | 553       |   |  |   | 400       |  
|                                                              |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|                                                              |  |                                                |           |   |              
|Share Data:                                                   |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Basic income per share                                        |  | $                                              | 0.09      |   |               | $ | 0.07      |               |  | $ | 0.08         |   |  | $             | 0.07      |   |  | $ | 0.07      |  
|Diluted income per share                                      |  |                                                | 0.09      |   |               |   | 0.07      |               |  |   | 0.07         |   |  |               | 0.07      |   |  |   | 0.06      |  
|Weighted-average shares outstanding basic                    |  |                                                | 9,588,972 |   |               |   | 9,569,452 |               |  |   | 9,149,185    |   |  |               | 7,390,499 |   |  |   | 5,943,933 |  
|Weighted-average shares outstanding diluted                  |  |                                                | 9,794,468 |   |               |   | 9,804,949 |               |  |   | 9,397,872    |   |  |               | 7,648,394 |   |  |   | 6,213,178 |  
|Total shares outstanding                                      |  |                                                | 9,610,069 |   |               |   | 9,575,153 |               |  |   | 9,563,703    |   |  |               | 8,871,444 |   |  |   | 5,944,533 |  
|Book value per common share (period end)                      |  |                                                | 14.26     |   |               |   | 14.15     |               |  |   | 14.06        |   |  |               | 13.35     |   |  |   | 10.01     |  
|                                                              |  |                                                |           |   |              
|Balance Sheet Data:                                           |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Total assets                                                  |  | $                                              | 938,739   |   |               |   | 883,102   |               |  | $ | 850,096      |   |  | $             | 756,267   |   |  | $ | 620,136   |  
|Total cash and cash equivalents                               |  |                                                | 36,576    |   |               |   | 27,744    |               |  |   | 48,457       |   |  |               | 91,040    |   |  |   | 36,320    |  
|Interest-earning assets                                       |  |                                                | 899,205   |   |               |   | 838,626   |               |  |   | 789,695      |   |  |               | 728,062   |   |  |   | 588,641   |  
|Investment securities                                         |  |                                                | 39,490    |   |               |   | 41,724    |               |  |   | 41,995       |   |  |               | 42,316    |   |  |   | 18,319    |  
|Loans, net                                                    |  |                                                | 831,195   |   |               |   | 783,610   |               |  |   | 728,610      |   |  |               | 607,612   |   |  |   | 551,078   |  
|Allowance for loan losses                                     |  |                                                | 8,203     |   |               |   | 7,833     |               |  |   | 7,094        |   |  |               | 5,666     |   |  |   | 5,055     |  
|Intangible assets                                             |  |                                                | 13,808    |   |               |   | 13,831    |               |  |   | 13,225       |   |  |               | 906       |   |  |   | 915       |  
|Deposit accounts                                              |  |                                                | 718,584   |   |               |   | 691,180   |               |  |   | 660,443      |   |  |               | 593,561   |   |  |   | 535,192   |  
|Other borrowings                                              |  |                                                | 80,500    |   |               |   | 53,500    |               |  |   | 50,500       |   |  |               | 42,000    |   |  |   | 24,000    |  
|Stockholders equity                                          |  |                                                | 137,028   |   |               |   | 135,505   |               |  |   | 134,463      |   |  |               | 118,444   |   |  |   | 59,485    |  
|                                                              |  |                                                |           |   |              
|Performance Ratios:                                           |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Return on average assets                                      |  |                                                | 0.38      | % |               |   | 0.31      | %             |  |   | 0.35         | % |  |               | 0.32      | % |  |   | 0.26      | %
|Return on average common stockholders equity                 |  |                                                | 2.53      |   |               |   | 2.01      |               |  |   | 2.20         |   |  |               | 2.48      |   |  |   | 2.77      |  
|Interest-rate spread during the period                        |  |                                                | 3.24      |   |               |   | 3.41      |               |  |   | 3.47         |   |  |               | 3.85      |   |  |   | 3.77      |  
|Net interest margin                                           |  |                                                | 4.25      |   |               |   | 4.44      |               |  |   | 4.46         |   |  |               | 4.60      |   |  |   | 4.43      |  
|Efficiency ratio1                                             |  |                                                | 80.39     |   |               |   | 81.21     |               |  |   | 78.97        |   |  |               | 81.08     |   |  |   | 82.57     |  
|                                                              |  |                                                |           |   |              
|Asset Quality Ratios:                                         |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Allowance for loan losses to period end loans                 |  |                                                | 0.99      | % |               |   | 1.00      | %             |  |   | 0.97         | % |  |               | 0.93      | % |  |   | 0.92      | %
|Allowance for loan losses to nonperforming loans              |  |                                                | 418.28    |   |               |   | 1160.26   |               |  |   | 954.12       |   |  |               |          |   |  |   | 11121.59  |  
|Net charge-offs to average loans                              |  |                                                | 0.10      |   |               |   | 0.00      |               |  |   | 0.00         |   |  |               | 0.03      |   |  |   | 0.12      |  
|Nonperforming assets to period end total assets               |  |                                                | 0.21      |   |               |   | 0.08      |               |  |   | 0.09         |   |  |               |          |   |  |   | 0.01      |  
|                                                              |  |                                                |           |   |              
|Capital and Liquidity Ratios:                                 |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Average equity to average assets                              |  |                                                | 14.93     | % |               |   | 15.53     | %             |  |   | 16.05        | % |  |               | 12.96     | % |  |   | 9.53      | %
|Leverage (4.00% required minimum)                             |  |                                                | 13.38     |   |               |   | 13.95     |               |  |   | 15.58        |   |  |               | 17.01     |   |  |   | 9.46      |  
|                                                              |  |                                                |           |   |              
|Risk-based capital:                                           |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Tier 1                                                        |  |                                                | 13.23     | % |               |   | 13.97     | %             |  |   | 15.09        | % |  |               | 16.87     | % |  |   | 9.35      | %
|Total                                                         |  |                                                | 15.35     |   |               |   | 16.19     |               |  |   | 17.38        |   |  |               | 19.29     |   |  |   | 11.97     |  
|Average loans held for investment to average deposits         |  |                                                | 115.63    |   |               |   | 112.83    |               |  |   | 108.00       |   |  |               | 100.35    |   |  |   | 97.65     |  
|                                                              |  |                                                |           |   |              
|Trust Assets Under Advice:                                    |  |                                                |           |   |               |   |           |               |  |   |              |   |  |               |           |   |  |   |           |  
|Total assets under advice                                     |  | $                                              | 510,980   |   |               |   | 415,318   |               |  | $ | 381,371      |   |  | $             | 384,154   |   |  | $ | 409,092   |  
|Trust fee income                                              |  |                                                | 716       |   |               |   | 653       |               |  |   | 659          |   |  |               | 666       |   |  |   | 612       |  
|Trust fees as a % of average assets under advice (annualized) |  |                                                | 0.62      | % |               |   | 0.66      | %             |  |   | 0.69         | % |  |               | 0.69      | % |  |   | 0.60      | %

---

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



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##### Table of Contents

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

OVERVIEW

Bank of Florida Corporation incorporated in Florida in September 1998, is a $938.7 million financial
services company. Our subsidiary banks are separately chartered independent community banks with local boards that provide full-service commercial banking in a private banking environment. Our Trust Company offers investment management, trust
administration, estate planning, and financial planning services largely to the Banks commercial borrowers and other high net worth individuals. The Companys overall focus is to develop a total financial services relationship with its client
base, which is primarily businesses, professionals, and entrepreneurs with commercial real estate borrowing needs. The Banks also provide technology-based cash management and other depository services. The holding company structure provides
flexibility for expansion of the Companys banking business, including possible acquisitions of other financial institutions, and provision of support and additional banking-related services to its subsidiary banks.

Our corporate vision is to 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 state-of-the-art products and services and to focus lending on commercial real estate properties in the $1 million to $10 million size range.

The primary market areas of the Company are among the fastest growing markets in Florida. Those markets include Collier and Lee Counties on the southwest
coast of Florida (served by Bank of FloridaSouthwest) and Broward, Miami-Dade, and Palm Beach Counties on the southeast coast (served by Bank of FloridaSoutheast). The Bank of FloridaTampa Bay which opened in November 2004, serves
the Hillsborough and Pinellas County market. 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.

Total Assets
grew to $938.7 million at March 31, 2007, up $55.6 million or 6.3% from December 31, 2006, primarily as a result of loan growth. Loans climbed $47.6 million or 6.1% during the first three months of this year, while total deposits increased
$27.4 million to $718.6 million. The excess of loan over deposit growth during the first quarter was largely funded with on-balance sheet liquidity via reduction in average overnight investments and increased borrowings from the Federal Home Loan
Bank. Book value per share rose to $14.26, up $0.11 over the last three months.

The Company realized first quarter net income of $865,000,
or $0.09 per diluted share, up 116.3% over the same period last year. Earnings per diluted share were $0.09, a 50% increase compared to the same period in 2006 with nearly 3.6 million in higher average shares outstanding. Our net interest
margin narrowed 18 basis points from first quarter 2006 to 4.25%, reflective of intense deposit competition and maturing certificates of deposit repricing at higher rates driven by Federal Reserve actions in the first half of last year.

ANALYSIS OF FINANCIAL CONDITION

Investment securities and overnight investments

Total investment securities and overnight investments were $63.0 million at March 31, 2007, an increase of $14.7 million or 30.6% over that held at
December 31, 2006.

Federal Funds sold totaled $23.5 million at March 31, 2007, an increase of $17.0 million from
December 31, 2006. 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 three months of 2007 was 5.32%, up 83 basis points compared to the first three months of 2006.

Conversely, securities available
for sale totaled $39.5 million, a decrease of $2.2 million from the level held at December 31, 2006. The Company holds one bond for $25,000 that was classified as held to maturity at March 31, 2007 and December 31, 2006. The Company
does not currently engage in trading activities and, therefore, did not hold any securities classified as trading at March 31, 2007 or December 31, 2006.



16



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##### Table of Contents

Loans

Total gross loans, including loans held for sale, totaled $831.2 million at March 31, up $47.6 million or 6.1% for the first three months of 2007. Construction loans, largely secured by commercial real estate, totaled $316.6 million
(38.1% of total loans) at March 31, 2007, up $12.7 million since the end of last year. Commercial real estate loans, including multi-family dwellings but excluding those in construction, increased by $30.3 million and also total 35.9% of total
loans outstanding, while commercial and industrial loans climbed $8.8 million to approximately 9.0% of total loans outstanding. One-to-four family residential loans, including loans held for sale, were $91.4 million (11.0% of total loans), down $3.0
million from year-end, primarily the result of the sale of $ 15.1 million of residential loans into the secondary market during the first quarter. Consumer lines of credit and installment and other loans declined slightly to $38.8 million (4.7%
of total loans) and $12.0 million (1.3% of total loans), respectively.

Asset quality

The Companys asset quality continues to be strong, with nonperforming loans (nonaccrual and 90+ days past due) totaling $1.9 million at
March 31, 2007. Of that amount, $1.5 million was a single loan at our Tampa Bay affiliate and $442,000 was attributable to a loan acquired in the Bristol Bank transaction. Both loans are fully collateralized and no loss is anticipated.
Nonperforming loans as a percent of loans outstanding decreased from 0.09% at December 31, 2006, to 0.06% as of March 31, 2007. Thirty-to-ninety day delinquent loans were $796,000 or 0.10% of loans outstanding at March 31, 2007, an
improvement of $1.1 million in total loan delinquencies. There were $206,000 in net charge-offs for the first three months of 2007, resulting in net charge-offs to average loans of 0.10%. These levels compare to 0.12% in net charge-offs for the
first three months of 2006.

Deposits

Total deposits rose $27.4 million or 4.0% during the first quarter of 2007 to $718.6 million. Average core deposits, which exclude all CDs, rose $15 million or 4% in the past 90 days, with strong growth in money market accounts (up $21
million or 8% on average) more than offsetting a modest decline in demand deposit and NOW accounts. The latter reflects intense competition for business operating accounts and declines in balances of customers whose business reflects reduced real
estate closings in the Companys service areas, including title companies and attorneys.

The annualized average rate paid on total
interest bearing deposits during the first three months of 2007 was 4.41%, an increase of 120 basis points compared to the first quarter last year. This increase resulted primarily from the higher interest rate environment under which we currently
operate and in competition in the pricing of deposit products.

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 March 31, 2007 borrowings totaled $80.5 million, an increase of $27.0 million compared to December 31, 2006. Total borrowings at March 31,
2007, consisted of $11.0 million in subordinated debt and $69.5 million in FHLB Advances compared to $11.0 million and $42.5 million, respectively, at the end of 2006. All of the Companys borrowings are long-term with maturities ranging from
May 2007 through December 2015.

Stockholders equity

Total stockholders equity was $137.0 million at March 31, 2007, a $1.5 million increase since December 31, 2006. Book value per share was $14.26 at March 31 while the tangible book value per share
was $12.82. The Companys Tier 1 leverage ratio decreased 57 basis points to 13.38% at March 31, 2007, primarily as a result of the rapid loan growth during the quarter, but still well above the minimum for bank holding companies of 4.0%.



17



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##### Table of Contents

ANALYSIS OF RESULTS OF OPERATIONS

First Quarter 2007 Compared to First Quarter 2006

Consolidated net income for the first quarter of 2007 totaled $865,000, an increase of $465,000 or 116.3% compared to first quarter 2006. Top-line revenue
(a non-GAAP measure which the Company defines as net interest income plus Noninterest income, excluding net securities gains/losses) climbed $3.1 million or 42%, primarily driven by $2.9 million greater net interest income, resulting from $302.8
million or 53.2% growth in earning assets.

The strong $3.1 million increase in top-line revenue against a $2.3 million or 38.3% increase
in noninterest expense produced continued favorable operating leverage resulting in an efficiency ratio for the quarter of 80.4%. The increase in noninterest expense was comprised of $908,000 pertaining to the Miami-Dade market (the majority of
which began with the acquisition of Bristol Bank in August 2006), with the remaining attributable to $318.6 million or 51.4% asset growth since March 31, 2006. The provision for loan losses remained fairly level to the same period last year at
$576,000, representative of continued strong asset quality despite loan growth during the quarter of $47.6 million.

Net interest income

Net interest income in the first quarter totaled $9.1 million, up $2.9 million or 46.9% greater than the first quarter of 2006.
This improvement in net interest income is primarily due to an $80.4 million increase in net interest-earning assets which resulted in a $3.2 million increase in net interest income. Conversely, an 18 basis point decline in the net interest margin
to 4.25% resulted in a $281,000 decrease in net interest income. The spread between the yield on earning assets and cost of interest-bearing liabilities also narrowed when comparing first quarter 2007 versus first quarter 2006. Although the yield on
earning assets increased 70 basis points over the same period last year to 7.78%, continued pressures from a rising rate environment as interest bearing liabilities repriced during the quarter resulted in a 123 basis point increase in the cost of
funds to 4.54%.

The tables on the following page represent, for the three-month periods indicated, certain information related to our
average interest earning assets and interest bearing liabilities and the annualized average yields on assets and annualized average costs of liabilities.

Noninterest income

Noninterest income was $1.3 million in the first quarter of 2007, a $161,000 or 14.6% increase
over the same quarter last year. This increase was primarily the result of a steady improvement in trust revenues. First quarter 2007 trust fees were $716,000 compared to $612,000 for the first quarter of the prior year. Over the past twelve months,
assets under advice have grown $101.9 million or 24.9% to $511.0 million at March 31st. Service charges and other fee income also increased $162,000 over the first quarter of 2006. These improvements more than offset the $105,000 reduction in
gain on sale of loans in the secondary market.

Noninterest expense

Noninterest expense totaled $8.4 million for the first quarter of 2007 compared to $6.0 million for the comparable quarter last year. This increase
reflected a 38.3% or $2.3 million increase compared to first quarter 2006. Slightly more than half or $1.2 million of the increase over the same period last year occurred in personnel expense, caused by additions to staff in support of the
Companys rapid growth and the additional staff required as a result of the acquisition of Bristol Bank in August 2006. Approximately $336,000 of the increase is explained by higher occupancy and equipment-related expense. Building lease and
utilities costs rose due to additional space required for business expansion, and equipment rental, maintenance, and depreciation expense increased accordingly. Other increases, which are attributable to the fast growth of the Company, occurred in
the areas of data processing expense ($164,000), professional fees for legal, accounting and consulting fees ($176,000), stationary, postage and office supplies ($48,000), seminars, travel and entertainment ($103,000), and amortization of intangible
assets ($80,000).

Provision and Allowance for Loan Losses

The first quarter provision for loan losses was $576,000, down $30,000 (5%) from first quarter 2006. At March 31, 2007, the loan loss allowance was 0.99% of total loans and 4.2 times the level of
nonperforming loans. The Company experience 0.10% of net charge-offs to average loans totaling $206,000 in during the first quarter of 2007.



18



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##### Table of Contents

Average Balance Sheet and Rate and Volume Variance Analysis



|                                                                        |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|----------------------------------------------------------------------- | -------------- | ------------------------------------ | -------------------- |  | ---- | ----------------- | - |  | -------------- | - | -------------------- | - | ------- | ----------------- | - | ----- | - |  | ---- | -
|                                                                        |                | For the Three-Months Ended March 31, |                     
|(dollars in thousands)                                                  |                | 2007                                 |                      |  | 2006 |                  
|                                                                        | AverageBalance |                                      | InterestandDividends |  |      | AverageYield/Rate |   |  | AverageBalance |   | InterestandDividends |   |         | AverageYield/Rate |  
|Assets:                                                                 |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Earning assets:                                                         |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Loans                                                                   |                | $                                    | 817,302              |  | $    | 16,013            |   |  | 7.95           | % |                      | $ | 517,854 |                   | $ | 9,383 |   |  | 7.35 | %
|Securities1                                                             |                |                                      | 45,295               |  |      | 590               |   |  | 5.28           | % |                      |   | 19,490  |                   |   | 206   |   |  | 4.29 | %
|Federal funds sold                                                      |                |                                      | 7,775                |  |      | 102               |   |  | 5.32           | % |                      |   | 31,540  |                   |   | 349   |   |  | 4.49 | %
|Interest-bearing deposits2                                              |                |                                      | 1,987                |  |      | 26                |   |  | 5.31           | % |                      |   | 722     |                   |   | 7     |   |  | 3.93 | %
|                                                                        |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Total interest-earning assets                                           |                |                                      | 872,359              |  |      | 16,731            |   |  | 7.78           | % |                      |   | 569,606 |                   |   | 9,945 |   |  | 7.08 | %
|                                                                        |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Noninterest-earning assets                                              |                |                                      | 42,416               |  |      |                   |   |  |                |   |                      |   | 37,341  |                   |   |       |   |  |      |  
|                                                                        |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Total Assets                                                            |                | $                                    | 914,775              |  |      |                   |   |  |                |   |                      | $ | 606,947 |                   |   |       |   |  |      |  
|                                                                        |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|                                                                        |                |                                      |                      |  |      |                  
|Liabilities:                                                            |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Interest-bearing liabilities:                                           |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Interest bearing checking                                               |                | $                                    | 43,185               |  |      | 77                |   |  | 0.72           | % |                      | $ | 52,070  |                   |   | 66    |   |  | 0.51 | %
|Money market accounts                                                   |                |                                      | 287,962              |  |      | 3,129             |   |  | 4.41           | % |                      |   | 171,589 |                   |   | 1,233 |   |  | 2.91 | %
|Savings                                                                 |                |                                      | 4,040                |  |      | 10                |   |  | 1.00           | % |                      |   | 4,509   |                   |   | 13    |   |  | 1.17 | %
|Time deposit                                                            |                |                                      | 276,188              |  |      | 3,434             |   |  | 5.04           | % |                      |   | 214,018 |                   |   | 2,187 |   |  | 4.14 | %
|                                                                        |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Total Interest-bearing Deposits                                         |                |                                      | 611,375              |  |      | 6,650             |   |  | 4.41           | % |                      |   | 442,186 |                   |   | 3,499 |   |  | 3.21 | %
|Subordinated debt                                                       |                |                                      | 11,000               |  |      | 207               |   |  | 7.63           | % |                      |   | 11,000  |                   |   | 186   |   |  | 6.86 | %
|FHLB Advances                                                           |                |                                      | 57,010               |  |      | 742               |   |  | 5.28           | % |                      |   | 3,856   |                   |   | 42    |   |  | 4.42 | %
|                                                                        |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Total interest-bearing liabilities                                      |                | $                                    | 679,385              |  |      | 7,599             |   |  | 4.54           | % |                      | $ | 457,042 |                   |   | 3,727 |   |  | 3.31 | %
|                                                                        |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Noninterest-bearing deposits                                            |                |                                      | 95,461               |  |      |                   |   |  |                |   |                      |   | 88,111  |                   |   |       |   |  |      |  
|Other liabilities                                                       |                |                                      | 3,347                |  |      |                   |   |  |                |   |                      |   | 3,935   |                   |   |       |   |  |      |  
|Stockholders equity                                                    |                |                                      | 136,582              |  |      |                   |   |  |                |   |                      |   | 57,859  |                   |   |       |   |  |      |  
|                                                                        |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Total Liabilities & Stockholders Equity                                |                | $                                    | 914,775              |  |      |                   |   |  |                |   |                      | $ | 606,947 |                   |   |       |   |  |      |  
|                                                                        |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Net interest income                                                     |                |                                      |                      |  | $    | 9,132             |   |  |                |   |                      |   |         |                   | $ | 6,218 |   |  |      |  
|                                                                        |                |                                      |                      |  |      |                   |   |  |                |   |                      |   |         |                   |   |       |   |  |      |  
|Interest-rate spread                                                    |                |                                      |                      |  |      |                   |   |  | 3.24           | % |                      |   |         |                   |   |       |   |  | 3.77 | %
|Net interest margin                                                     |                |                                      |                      |  |      |                   |   |  | 4.25           | % |                      |   |         |                   |   |       |   |  | 4.43 | %
|Ratio of average interest-bearing liabilities to average earning assets |                |                                      |                      |  |      | 77.9              | % |  |                |   |                      |   |         |                   |   | 80.2  | % |  |      |  

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



|                                         |  |        |       |   |      |   |       |        |  |   |       |  
|---------------------------------------- |  | ------ | ----- | - | ---- | - | ----- | ------ |  | - | ----- | -
|                                         |  | VOLUME |       |   | RATE |   |       | CHANGE | 
|Increase (decrease) in interest income:  |  |        |       |   |      |   |       |        |  |   |       |  
|Loans2                                   |  | $      | 5,867 |   |      | $ | 763   |        |  | $ | 6,630 |  
|Securities1                              |  |        | 336   |   |      |   | 48    |        |  |   | 384   |  
|Federal funds sold                       |  |        | (312  | ) |      |   | 65    |        |  |   | (247  | )
|Interest-bearing deposits                |  |        | 17    |   |      |   | 2     |        |  |   | 19    |  
|                                         |  |        |       |   |      |   |       |        |  |   |       |  
|Total interest income                    |  |        | 5,908 |   |      |   | 878   |        |  |   | 6,786 |  
|                                         |  |        |       |   |      |   |       |        |  |   |       |  
|Increase (decrease) in interest expense: |  |        |       |   |      |   |       |        |  |   |       |  
|Interest bearing checking                |  |        | (16   | ) |      |   | 27    |        |  |   | 11    |  
|Money market accounts                    |  |        | 1,265 |   |      |   | 631   |        |  |   | 1,896 |  
|Savings deposits                         |  |        | (1    | ) |      |   | (2    | )      |  |   | (3    | )
|Time deposits                            |  |        | 773   |   |      |   | 474   |        |  |   | 1,247 |  
|Subordinated debt                        |  |        |      |   |      |   | 21    |        |  |   | 21    |  
|FHLB Advances                            |  |        | 692   |   |      |   | 8     |        |  |   | 700   |  
|                                         |  |        |       |   |      |   |       |        |  |   |       |  
|Total interest expense                   |  |        | 2,713 |   |      |   | 1,159 |        |  |   | 3,872 |  
|                                         |  |        |       |   |      |   |       |        |  |   |       |  
|Total change in net interest income      |  | $      | 3,195 |   |      | $ | (281  | )      |  | $ | 2,914 |  
|                                         |  |        |       |   |      |   |       |        |  |   |       |  

---

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

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



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##### Table of Contents

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 March 31, 2007, the Company had $69.5 million in outstanding borrowings from the FHLB of its present $118.5 million line, and there was $29.8
million in other available lines from correspondents. To the extent that additional collateral becomes available beyond the present amount identified for the FHLB line, total borrowings from the FHLB could be as high as $175.9 million based on a
maximum of 20% of the Bank of FloridaSouthwest and Bank of Florida  Southeast banks assets and 10% of Bank of Florida  Tampa Bay banks assets as of March 31, 2007.

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. At March 31, 2007, the Banks exceeded their regulatory liquidity requirements.

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 March 31, 2007. The
Companys Tier 1 leverage ratio, Tier 1 risk-based capital ratio and Tier 2 risk-based capital ratio was 13.38%, 13.23% and 15.35%, respectively as of March 31, 2007.

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.



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##### Table of Contents

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

A summary of the amounts of the Companys financial
instruments, with off-balance sheet risk at March 31, 2007, follows (in thousands):



|                             |  |                 |        
|---------------------------- |  | --------------- | -------
|                             |  | Contract Amount
|Standby letters of credit    |  | $               | 4,534  
|Undisbursed lines of credit  |  | $               | 168,669
|Commitments to extend credit |  | $               | 113,944



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

Market risk is the risk of loss from adverse changes in market prices and interest rates. The Company has not engaged in, and accordingly has no risk related to, trading accounts, commodities, foreign exchange, hedging activities, interest
rate derivatives or interest rate swaps. Our market risk arises primarily from interest rate risk inherent in its 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, 2006, which reflect changes
in market prices and rates, can be found in note 19 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2006. We believe there have been no significant changes in our market
risk exposure since December 31, 2006.

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 2006 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.



|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



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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.

Based upon our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal
control over financial reporting was effective as of March 31, 2007. Our managements assessment of the effectiveness of our internal control over financial reporting as of December 31, 2006 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, 2006. The Company acquired Bristol Bank on August 24, 2006, and excluded
from its assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2006, Bristols internal control over financial reporting, with associated assets of $92.6 million and total
revenue of $1.9 million generated by Bristol that was included in the Companys consolidated financial statements as of and for the year ended December 31, 2006.

(c) Changes in Internal Controls

Bank of Florida Corporation has made no significant changes
in its internal controls over financial reporting during the three months ended March 31, 2007 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.

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.



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|ITEM 6. | EXHIBITS
|------- | --------

The following exhibits are filed with the Securities and
Exchange Commission and are incorporated by reference into this Form 10-Q. The exhibits which are denominated by an (a.) were previously filed as a part of a Registration Statement on Form SB-2 for Bancshares of Florida with the SEC on
March 24, 1999, File No. 333-74997. The exhibits which are denominated by a (b.) were previously filed as a part of Amendment No. 1 to Form SB-2, filed with the SEC on May 7, 1999. The exhibits which are denominated by a (c.)
were previously filed as a part of Form 10-KSB filed with the SEC on March 30, 2000. The exhibits which are denominated by a (d.) were previously filed as a part of 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 an (i.) were
previously filed as part of a Registration Statement on Form SB-2 filed with the SEC on June 24, 2004, File No. 333-116833. The exhibits which are denominated by an (j.) were previously filed as part of a Form 10-KSB filed with the SEC on
March 30, 2005. The exhibits that are denominated by an (k.) were previously filed as part of Form 10-Q filed with the SEC on August 4, 2005. The exhibits that are denominated by an (l.) were previously filed as part of Form 10-Q filed
with the SEC on November 3, 2005. The exhibits that are denominated by a (m.) were previously filed as part of Form 8-K filed with the SEC on August 29, 2006. The exhibits that are denominated by a (n.) were previously filed as part of
Schedule DEF 14A filed with the SEC on April 21, 2006. The exhibits that are denominated by a (o.) were previously filed as part of Form 10-Q filed with the SEC on May 4, 2006. The exhibits that are denominated by a (p.) were previously
filed as part of Form 10-Q filed with the SEC on August 7, 2006. The exhibits that are denominated by a (q.) 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.



|              |  |                                                                                         
|------------- |  | ----------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                  
|m.2.1         |  | Agreement and Plan of Merger to acquire Old Florida Bank dated August 28, 2006          
|              | 
|k.3.1         |  | Amended and Restated Articles of Incorporation                                          
|              | 
|a.3.2         |  | Bylaws                                                                                  
|              | 
|q.3.3         |  | Article of Amendment to Restated Articles of Incorporation dated December 20, 2006      
|              | 
|b.4.1         |  | Specimen Common Stock Certificate                                                       
|              | 
|n.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                                         
|              | 
|l.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 as of May 3, 1999                       
|              | 
|f.10.6.1      |  | Amendment to Employment Agreement of Craig Sherman, dated as of July 30, 2001           
|              | 
|f.10.9        |  | Lease between Citizens Reserve, LLC and Citizens National Bank of Southwest Florida     
|              | 
|q.10.15       |  | Change in Control Agreement of Roberto Pelaez, dated January 2007                       
|              | 
|o.10.17       |  | Change in Control Agreement of Sharon I. Hill, dated March 21, 2006                     
|              | 
|p.10.18       |  | Change in Control Agreement of Tracy L. Keegan, dated July 24, 2006                     
|              | 
|10.19         |  | Change in Control Agreement of Larry W. Johnson dated April 24, 2007                    



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|              |  |                                                                                                                
|------------- |  | ---------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                         
|j.14.1        |  | Code of Ethical Conduct                                                                                        
|              | 
|21.1          |  | Subsidiaries of the Registrant                                                                                 
|              | 
|31.1          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - President and Chief Executive Officer
|              | 
|31.2          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer              
|              | 
|32.1          |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  President and Chief Executive Officer
|              | 
|32.2          |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Chief Financial Officer              



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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: May 1, 2007 |  | By:                         |  | /s/ MICHAEL L. MCMULLAN                                             
|                   |  |                             |  | Michael L. McMullan                                                 
|                   |  |                             |  | Chief Executive Officer (Principal Executive Officer)               
|                   |  |                            
|Dated: May 1, 2007 |  | By:                         |  | /s/ Tracy L. Keegan                                                 
|                   |  |                             |  | Tracy L. Keegan                                                     
|                   |  |                             |  | Chief Financial Officer (Principal Financial and Accounting Officer)



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