##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE
ACT OF 1934

For the Quarterly Period Ended June 30, 2008

Commission File No.: 000-52195





BANK OF THE CAROLINAS
CORPORATION

(Exact name of registrant as specified in its charter)







|                                                     |  |                                  
|---------------------------------------------------- |  | ---------------------------------
|NORTH CAROLINA                                       |  | 20-4989192                       
|(State or other jurisdiction of incorporation)       |  | (IRS Employer Identification No.)
|                                                     | 
|135 Boxwood Village Drive Mocksville, North Carolina |  | 27028                            
|(Address of principal executive offices)             |  | (Zip Code)                       

Registrants telephone number, including area code: (336) 751-5755





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, a nonaccelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

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

On August 13, 2008 there were 3,987,374 outstanding shares of the registrants common stock.









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##### Table of Contents

BANK OF THE CAROLINAS CORPORATION

FORM 10-Q

June 30, 2008

INDEX



|                              |  |                                                                                                            |  |    
|----------------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | ---
|Part I. FINANCIAL INFORMATION |  |                                                                                                           
|                              |  |                                                                                                           
|Item 1.                       |  | Consolidated Financial Statements                                                                          |  |    
|                              |  |                                                                                                           
|                              |  | Consolidated Balance Sheets at June 30, 2008 and December 31, 2007                                         |  | 3  
|                              |  |                                                                                                           
|                              |  | Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007            |  | 4  
|                              |  |                                                                                                           
|                              |  | Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007                      |  | 5  
|                              |  |                                                                                                           
|                              |  | Consolidated Statements of Changes in Shareholders Equity for the Six Months Ended June 30, 2008 and 2007 |  | 6  
|                              |  |                                                                                                           
|                              |  | Notes to Consolidated Financial Statements                                                                 |  | 7  
|                              |  |                                                                                                           
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                      |  | 10 
|                              |  |                                                                                                           
|Item 3.                       |  | Quantitative and Qualitative Disclosure about Market Risk                                                  |  | N/A
|                              |  |                                                                                                           
|Item 4.                       |  | Controls and Procedures                                                                                    |  | 15 
|                              | 
|Part II. OTHER INFORMATION    |  |                                                                                                           
|                              |  |                                                                                                           
|Item 1.                       |  | Legal Proceedings                                                                                          |  | 16 
|                              |  |                                                                                                           
|Item 1A.                      |  | Risk Factors                                                                                               |  | N/A
|                              |  |                                                                                                           
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                |  | 16 
|                              |  |                                                                                                           
|Item 3.                       |  | Defaults Upon Senior Securities                                                                            |  | 16 
|                              |  |                                                                                                           
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                        |  | 16 
|                              |  |                                                                                                           
|Item 5.                       |  | Other Information                                                                                          |  | 17 
|                              |  |                                                                                                           
|Item 6.                       |  | Exhibits                                                                                                   |  | 17 
|                              | 
|SIGNATURES                    |  | 18                                                                                                        
|                              | 
|EXHIBIT INDEX                 |  | 19                                                                                                        



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##### Table of Contents

PART 1. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

Bank of the Carolinas Corporation

Consolidated Balance Sheets

(In thousands, except share and per share data)



|                                                                                                                                          |  |             |         |   |                  |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                          |  | June 302008 |         |   | December 312007* |  
|                                                                                                                                          |  | (Unaudited) |         |   |                  |  
|Assets                                                                                                                                    |  |             |         |   |                  |   |         |  
|Cash and due from banks                                                                                                                   |  | $           | 8,047   |   |                  | $ | 8,192   |  
|Interest-bearing deposits in banks                                                                                                        |  |             | 7,834   |   |                  |   | 12,756  |  
|Securities held to maturity                                                                                                               |  |             | 1,000   |   |                  |   |        |  
|Securities available for sale                                                                                                             |  |             | 57,448  |   |                  |   | 60,717  |  
|                                                                                                                                          |  |            
|Loans                                                                                                                                     |  |             | 406,713 |   |                  |   | 395,052 |  
|Less, Allowance for loan losses                                                                                                           |  |             | (4,538  | ) |                  |   | (4,245  | )
|                                                                                                                                          |  |             |         |   |                  |   |         |  
|Total Loans, net                                                                                                                          |  |             | 402,175 |   |                  |   | 390,807 |  
|Premises and equipment                                                                                                                    |  |             | 15,181  |   |                  |   | 13,888  |  
|Accrued interest receivable                                                                                                               |  |             | 2,873   |   |                  |   | 3,239   |  
|Other real estate owned                                                                                                                   |  |             | 2,432   |   |                  |   | 2,528   |  
|Deferred tax assets                                                                                                                       |  |             | 735     |   |                  |   | 578     |  
|Goodwill                                                                                                                                  |  |             | 591     |   |                  |   | 591     |  
|Bank owned life insurance                                                                                                                 |  |             | 9,463   |   |                  |   | 9,283   |  
|Other assets                                                                                                                              |  |             | 4,134   |   |                  |   | 3,419   |  
|                                                                                                                                          |  |             |         |   |                  |   |         |  
|Total assets                                                                                                                              |  | $           | 511,913 |   |                  | $ | 505,998 |  
|                                                                                                                                          |  |             |         |   |                  |   |         |  
|                                                                                                                                          |  |            
|Liabilities and Shareholders Equity                                                                                                      |  |             |         |   |                  |   |         |  
|Deposits:                                                                                                                                 |  |             |         |   |                  |   |         |  
|Non-interest bearing demand deposits                                                                                                      |  | $           | 32,683  |   |                  | $ | 29,835  |  
|Interest bearing demand deposits                                                                                                          |  |             | 59,408  |   |                  |   | 62,883  |  
|Savings deposits                                                                                                                          |  |             | 31,672  |   |                  |   | 19,655  |  
|Large denomination time deposits                                                                                                          |  |             | 153,779 |   |                  |   | 174,181 |  
|Other time deposits                                                                                                                       |  |             | 136,803 |   |                  |   | 135,374 |  
|                                                                                                                                          |  |             |         |   |                  |   |         |  
|Total deposits                                                                                                                            |  |             | 414,345 |   |                  |   | 421,928 |  
|                                                                                                                                          |  |            
|Borrowings                                                                                                                                |  |             | 41,000  |   |                  |   | 34,000  |  
|Subordinated debt                                                                                                                         |  |             | 5,155   |   |                  |   |        |  
|Federal funds purchased and repurchase agreements                                                                                         |  |             | 10,203  |   |                  |   | 7,657   |  
|Other liabilities                                                                                                                         |  |             | 1,446   |   |                  |   | 2,173   |  
|                                                                                                                                          |  |             |         |   |                  |   |         |  
|Total liabilities                                                                                                                         |  |             | 472,149 |   |                  |   | 465,758 |  
|                                                                                                                                          |  |             |         |   |                  |   |         |  
|                                                                                                                                          |  |            
|Commitments and contingencies (Note 3)                                                                                                    |  |             |         |   |                  |   |         |  
|                                                                                                                                          |  |            
|Shareholders Equity:                                                                                                                     |  |             |         |   |                  |   |         |  
|Common stock, par value $5 per share: 15,000,000 shares authorized; Issued and outstanding 3,987,374 shares in 2008 and 3,920,752 in
2007 |  |             | 19,937  |   |                  |   | 19,604  |  
|Additional paid-in capital                                                                                                                |  |             | 11,828  |   |                  |   | 11,716  |  
|Retained earnings                                                                                                                         |  |             | 7,815   |   |                  |   | 8,476   |  
|Accumulated other comprehensive income                                                                                                    |  |             | 184     |   |                  |   | 444     |  
|                                                                                                                                          |  |             |         |   |                  |   |         |  
|Total shareholders equity                                                                                                                |  |             | 39,764  |   |                  |   | 40,240  |  
|                                                                                                                                          |  |             |         |   |                  |   |         |  
|Total liabilities and shareholders equity                                                                                                |  | $           | 511,913 |   |                  | $ | 505,998 |  
|                                                                                                                                          |  |             |         |   |                  |   |         |  



|* | Derived from audited consolidated financial statements.
|- | -------------------------------------------------------

See
accompanying notes.



3



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##### Table of Contents

Bank of the Carolinas Corporation

Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share data)



|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|--------------------------------------------------- |  | ------------------------- | ----- | ----------------------- | ---- | - | ----- |  | - | ------ | - |  | - | ------
|                                                    |  | Three Months EndedJune 30 |       | Six Months EndedJune 30
|                                                    |  | 2008                      |       |                         | 2007 |   | 2008  |  |   | 2007  
|Interest Income                                     |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Interest and fees on loans                          |  | $                         | 6,603 |                         |      | $ | 7,285 |  | $ | 13,694 |   |  | $ | 14,594
|Interest on securities                              |  |                           | 710   |                         |      |   | 699   |  |   | 1,436  |   |  |   | 1,313 
|Interest on federal funds sold                      |  |                           | 38    |                         |      |   | 183   |  |   | 114    |   |  |   | 361   
|Interest on deposits in other banks                 |  |                           | 2     |                         |      |   | 2     |  |   | 6      |   |  |   | 5     
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Total interest income                               |  |                           | 7,353 |                         |      |   | 8,169 |  |   | 15,250 |   |  |   | 16,273
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Interest Expense                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Interest on deposits                                |  |                           | 3,808 |                         |      |   | 4,311 |  |   | 8,194  |   |  |   | 8,561 
|Interest on borrowed funds                          |  |                           | 388   |                         |      |   | 303   |  |   | 661    |   |  |   | 588   
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Total interest expense                              |  |                           | 4,196 |                         |      |   | 4,614 |  |   | 8,855  |   |  |   | 9,149 
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Net Interest Income                                 |  |                           | 3,157 |                         |      |   | 3,555 |  |   | 6,395  |   |  |   | 7,124 
|Provision for loan losses                           |  |                           | 781   |                         |      |   | 412   |  |   | 1,095  |   |  |   | 474   
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Net interest income after provision for loan losses |  |                           | 2,376 |                         |      |   | 3,143 |  |   | 5,300  |   |  |   | 6,650 
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Non-interest income                                 |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Customer service fees                               |  |                           | 347   |                         |      |   | 266   |  |   | 639    |   |  |   | 502   
|Mortgage loan broker fees                           |  |                           | 31    |                         |      |   | 31    |  |   | 67     |   |  |   | 62    
|Investment services                                 |  |                           | 6     |                         |      |   | 56    |  |   | 15     |   |  |   | 99    
|Income from bank owned life insurance               |  |                           | 92    |                         |      |   | 86    |  |   | 180    |   |  |   | 168   
|Other income                                        |  |                           | 42    |                         |      |   | 33    |  |   | 69     |   |  |   | 70    
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Total non-interest income                           |  |                           | 518   |                         |      |   | 472   |  |   | 970    |   |  |   | 901   
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Noninterest Expense                                 |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Salaries and benefits                               |  |                           | 1,802 |                         |      |   | 1,418 |  |   | 3,696  |   |  |   | 2,935 
|Occupancy and equipment                             |  |                           | 481   |                         |      |   | 421   |  |   | 980    |   |  |   | 839   
|Data processing expense                             |  |                           | 212   |                         |      |   | 186   |  |   | 422    |   |  |   | 376   
|Other                                               |  |                           | 796   |                         |      |   | 754   |  |   | 1,574  |   |  |   | 1,416 
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Total non-interest expense                          |  |                           | 3,291 |                         |      |   | 2,779 |  |   | 6,672  |   |  |   | 5,566 
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Income (Loss) before income taxes                   |  |                           | (397  | )                       |      |   | 836   |  |   | (402   | ) |  |   | 1,985 
|Income taxes                                        |  |                           | (138  | )                       |      |   | 244   |  |   | (138   | ) |  |   | 613   
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Net Income (Loss)                                   |  | $                         | (259  | )                       |      | $ | 592   |  | $ | (264   | ) |  | $ | 1,372 
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|                                                    |  |                           |       |                        
|Earnings (Loss) Per Share                           |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Basic                                               |  | $                         | (0.07 | )                       |      | $ | 0.15  |  | $ | (0.07  | ) |  | $ | 0.36  
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Diluted                                             |  | $                         | (0.07 | )                       |      | $ | 0.15  |  | $ | (0.07  | ) |  | $ | 0.35  
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       
|Dividends Declared                                  |  | $                         | 0.05  |                         |      | $ | 0.05  |  | $ | 0.10   |   |  | $ | 0.10  
|                                                    |  |                           |       |                         |      |   |       |  |   |        |   |  |   |       

See accompanying notes.



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##### Table of Contents

Bank of the Carolinas Corporation

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)



|                                                                                                 |  |                               |         |   |                               |   |         |  
|------------------------------------------------------------------------------------------------ |  | ----------------------------- | ------- | - | ----------------------------- | - | ------- | -
|                                                                                                 |  | Six Months EndedJune 30, 2008 |         |   | Six Months EndedJune 30, 2007 |  
|Cash Flows from Operating Activities:                                                            |  |                               |         |   |                               |   |         |  
|Net income (loss)                                                                                |  | $                             | (264    | ) |                               | $ | 1,372   |  
|Adjustments to reconcile net income (loss) to netcash provided by operating activities:          |  |                               |         |   |                               |   |         |  
|Provision for loan losses                                                                        |  |                               | 1,095   |   |                               |   | 474     |  
|Deferred tax expense (benefit)                                                                   |  |                               | (80     | ) |                               |   | 52      |  
|Stock based compensation expense                                                                 |  |                               | 11      |   |                               |   | 11      |  
|Depreciation and amortization                                                                    |  |                               | 445     |   |                               |   | 348     |  
|(Gain) loss on sale of other real estate owned                                                   |  |                               | (23     | ) |                               |   | 12      |  
|Loss on disposal of fixed assets                                                                 |  |                               | 7       |   |                               |   | 3       |  
|Income from bank owned life insurance                                                            |  |                               | (180    | ) |                               |   | (168    | )
|Net amortization/accretion of premiums and discounts on investments                              |  |                               | 16      |   |                               |   | 39      |  
|Net change in other assets                                                                       |  |                               | 58      |   |                               |   | (895    | )
|Net change in other liabilities                                                                  |  |                               | (727    | ) |                               |   | (588    | )
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Net cash provided by operating activities                                                        |  |                               | 358     |   |                               |   | 660     |  
|                                                                                                 |  |                               |         |   |                               |   |         |  
|                                                                                                 |  |                              
|Cash Flows from Investing Activities:                                                            |  |                               |         |   |                               |   |         |  
|Decrease in federal funds sold                                                                   |  |                               |        |   |                               |   | 5,480   |  
|Purchases of premises and equipment                                                              |  |                               | (1,075  | ) |                               |   | (1,512  | )
|Purchases of securities available-for-sale                                                       |  |                               | (11,156 | ) |                               |   | (19,979 | )
|Proceeds from sales, calls, maturities and principal repayments of securities available for sale |  |                               | 12,991  |   |                               |   | 10,726  |  
|Sale (purchase) of FHLB stock                                                                    |  |                               | (408    | ) |                               |   | 165     |  
|Acquisition of other real estate owned                                                           |  |                               | (12     | ) |                               |   |        |  
|Proceeds from the sale of other real estate owned                                                |  |                               | 1,163   |   |                               |   | 282     |  
|Proceeds from sale of premises and equipment                                                     |  |                               | 8       |   |                               |   |         |  
|Net Increase in loans                                                                            |  |                               | (14,092 | ) |                               |   | (2,124  | )
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Net cash used in investing activities                                                            |  |                               | (12,581 | ) |                               |   | (6,962  | )
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Cash Flows from Financing Activities:                                                            |  |                               |         |   |                               |   |         |  
|Net increase (decrease) in deposits                                                              |  |                               | (7,583  | ) |                               |   | 4,272   |  
|Net originations (repayments) of other borrowings                                                |  |                               | 8,153   |   |                               |   | (4,500  | )
|Issuance of subordinated debt                                                                    |  |                               | 5,000   |   |                               |   |        |  
|Increase in repurchase agreements                                                                |  |                               | 1,547   |   |                               |   | 2,111   |  
|Proceeds from exercise of stock options                                                          |  |                               | 424     |   |                               |   | 167     |  
|Tax effect of stock options exercised                                                            |  |                               | 10      |   |                               |   | 14      |  
|Cash dividends paid                                                                              |  |                               | (395    | ) |                               |   | (383    | )
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Net cash provided by financing activities                                                        |  |                               | 7,156   |   |                               |   | 1,681   |  
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Net decrease in cash and cash equivalents                                                        |  |                               | (5,067  | ) |                               |   | (4,621  | )
|Cash and cash equivalents at beginning of period                                                 |  |                               | 20,948  |   |                               |   | 13,403  |  
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Cash and cash equivalents at end of period                                                       |  | $                             | 15,881  |   |                               | $ | 8,782   |  
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Supplemental disclosure of cash flow information:                                                |  |                               |         |   |                               |   |         |  
|Cash paid during the period for interest                                                         |  | $                             | 9,560   |   |                               | $ | 9,632   |  
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Cash paid during the period for income taxes                                                     |  | $                             |        |   |                               | $ | 794     |  
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Noncash investing and financing activities:                                                      |  |                               |         |   |                               |   |         |  
|Decrease in fair value of securities available for sale, net of tax                              |  | $                             | (260    | ) |                               | $ | (201    | )
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Dividends declared                                                                               |  |                               | 199     |   |                               |   | 193     |  
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Foreclosed real estate                                                                           |  |                               | 1,709   |   |                               |   | 287     |  
|                                                                                                 |  |                               |         |   |                               |   |         |  
|Transfer from OREO to premises and equipment                                                     |  |                               | 677     |   |                               |   |        |  
|                                                                                                 |  |                               |         |   |                               |   |         |  

See accompanying notes.



5



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##### Table of Contents

Bank of the Carolinas Corporation

Consolidated Statements of Changes in Shareholders Equity

(Unaudited) (In thousands, except share and per share data)



|                                                |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   |      |   |  |   |        |  
|----------------------------------------------- |  | ------------ |  | ------------------------ | ------ | ---------------- | - | ------ | ------------------------------------------ | - | ----- | ------------------------ |  | - | ---- | - |  | - | ------ | -
|                                                |  | Common Stock |  | AdditionalPaid-InCapital |        | RetainedEarnings |   |        | AccumulatedOtherComprehensiveIncome (Loss) |   |       | TotalShareholdersEquity | 
|                                                |  | Shares       |  | Amount                   |        |                  |   |       
|Balance, December 31, 2006                      |  | 3,826,792    |  | $                        | 19,134 |                  | $ | 11,444 |                                            | $ | 7,293 |                          |  | $ | (157 | ) |  | $ | 37,714 |  
|Stock options exercised                         |  | 26,200       |  |                          | 131    |                  |   | 36     |                                            |   |       |                          |  |   |      |   |  |   | 167    |  
|Current Income tax benefit on options exercised |  |              |  |                          |        |                  |   | 14     |                                            |   |       |                          |  |   |      |   |  |   | 14     |  
|Stock based compensation expense                |  |              |  |                          |        |                  |   | 11     |                                            |   |       |                          |  |   |      |   |  |   | 11     |  
|Cash dividends declared ($.10 per share)        |  |              |  |                          |        |                  |   |        |                                            |   | (384  | )                        |  |   |      |   |  |   | (384   | )
|Comprehensive income:                           |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   |      |   |  |   |        |  
|Net income                                      |  |              |  |                          |        |                  |   |        |                                            |   | 1,372 |                          |  |   |      |   |  |   | 1,372  |  
|Other comprehensive loss                        |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   | (201 | ) |  |   | (201   | )
|                                                |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   |      |   |  |   |        |  
|Total comprehensive income                      |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   |      |   |  |   | 1,171  |  
|                                                |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   |      |   |  |   |        |  
|Balance, June 30, 2007                          |  | 3,852,992    |  | $                        | 19,265 |                  | $ | 11,505 |                                            | $ | 8,281 |                          |  | $ | (358 | ) |  | $ | 38,693 |  
|                                                |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   |      |   |  |   |        |  
|Balance, December 31, 2007                      |  | 3,920,752    |  | $                        | 19,604 |                  | $ | 11,716 |                                            | $ | 8,476 |                          |  | $ | 444  |   |  | $ | 40,240 |  
|Stock options exercised                         |  | 66,622       |  |                          | 333    |                  |   | 91     |                                            |   |       |                          |  |   |      |   |  |   | 424    |  
|Current Income tax benefit on options exercised |  |              |  |                          |        |                  |   | 10     |                                            |   |       |                          |  |   |      |   |  |   | 10     |  
|Stock based compensation expense                |  |              |  |                          |        |                  |   | 11     |                                            |   |       |                          |  |   |      |   |  |   | 11     |  
|Cash dividends declared ($.10 per share)        |  |              |  |                          |        |                  |   |        |                                            |   | (397  | )                        |  |   |      |   |  |   | (397   | )
|                                                |  |              |  |                          |        |                 
|Comprehensive loss:                             |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   |      |   |  |   |        |  
|Net loss                                        |  |              |  |                          |        |                  |   |        |                                            |   | (264  | )                        |  |   |      |   |  |   | (264   | )
|Other comprehensive loss                        |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   | (260 | ) |  |   | (260   | )
|                                                |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   |      |   |  |   |        |  
|Total comprehensive loss                        |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   |      |   |  |   | (524   | )
|                                                |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   |      |   |  |   |        |  
|Balance, June 30, 2008                          |  | 3,987,374    |  | $                        | 19,937 |                  | $ | 11,828 |                                            | $ | 7,815 |                          |  | $ | 184  |   |  | $ | 39,764 |  
|                                                |  |              |  |                          |        |                  |   |        |                                            |   |       |                          |  |   |      |   |  |   |        |  

See accompanying notes



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Notes to Consolidated Financial Statements

June 30, 2008 and 2007

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

In the opinion of
management, the financial information included in these unaudited financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial information as of and for the three and
six month periods ended June 30, 2008 and 2007, in conformity with accounting principles generally accepted in the United States of America.

The
preparation of financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, as well as the amounts of income and expense during the
reporting period. Actual results could differ from those estimates. Operating results for the three and six month periods ended June 30, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending
December 31, 2008.

The results presented here are for Bank of the Carolinas Corporation (BankCorp), the parent company of Bank of the
Carolinas (the Bank). The organization and business of BankCorp, accounting policies followed by BankCorp and other relevant information are contained in the notes to the financial statements filed as part of BankCorps annual
report on Form 10-K for the year ended December 31, 2007. This quarterly report should be read in conjunction with the annual report. Because BankCorp has no separate operations and conducts no business on its own other than owning the Bank,
this discussion concerns primarily the business of the Bank. However, because the financial statements are presented on a consolidated basis, BankCorp and the Bank are collectively referred to as the Company unless otherwise noted.

NOTE 2. EARNINGS PER SHARE

Basic earnings per share
represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. When applicable, the weighted average shares outstanding for the diluted earnings per share computations are
adjusted to reflect the assumed conversion of shares available under stock options using the treasury stock method.

Earnings per share have been computed
based on the following:



|                                                                                                  |  |                            |  |          
|------------------------------------------------------------------------------------------------- |  | -------------------------- |  | ---------
|                                                                                                  |  | Six months endedJune 30,  
|                                                                                                  |  | 2008                       |  | 2007     
|Weighted average number of common shares outstanding used to calculate basic earnings per share   |  | 3,944,205                  |  | 3,833,146
|Additional potential common shares due to stock options                                           |  |                           |  | 114,237  
|                                                                                                  |  |                            |  |          
|Weighted average number of common shares outstanding used to calculate diluted earnings per share |  | 3,944,205                  |  | 3,947,383
|                                                                                                  |  |                            |  |          
|                                                                                                  | 
|                                                                                                  |  | Three months endedJune 30,
|                                                                                                  |  | 2008                       |  | 2007     
|Weighted average number of common shares outstanding used to calculate basic earnings per share   |  | 3,967,400                  |  | 3,837,533
|Additional potential common shares due to stock options                                           |  |                           |  | 105,831  
|                                                                                                  |  |                            |  |          
|Weighted average number of common shares outstanding used to calculate diluted earnings per share |  | 3,967,400                  |  | 3,943,364
|                                                                                                  |  |                            |  |          



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##### Table of Contents

There were 32,581 shares for the three month and 46,274 shares for the six month period ended June 30, 2008 that are
anti-dilutive due to the net loss for the three and six month periods then ended.

NOTE 3. COMMITMENTS AND CONTINGENCIES

The Company is a 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 commitments to extend credit, lines of credit and standby letters of credit. These instruments involve elements of credit risk in excess of amounts recognized in the accompanying financial statements.

The Companys risk of loss with the unfunded loans and lines of credit or standby letters of credit is represented by the contractual amount of these instruments.
The Company uses the same credit policies in making commitments under such instruments as it does for on-balance sheet instruments. The amount of collateral obtained, if any, is based on managements credit evaluation of the borrower. Since
many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. At June 30, 2008, outstanding financial instruments whose contract amounts represent
credit risk were approximately:



|                  |  |                |       
|----------------- |  | -------------- | ------
|                  |  | (in thousands)
|Loan commitments  |  | $              | 59,870
|Letters of credit |  | $              | 2,683 

NOTE 4. COMPREHENSIVE INCOME (LOSS)

Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on
available-for-sale securities, are reported as a separate component in the equity section of the balance sheet. Such items, along with net income, are considered components of comprehensive income. Accounting principles do not require per share
amounts of comprehensive income to be disclosed. The information that follows reconciles net income (loss) to comprehensive income (loss).



|                                                    |  |                            |      |   |                          |   |      |      |  |      |      |  |   |       |  
|--------------------------------------------------- |  | -------------------------- | ---- | - | ------------------------ | - | ---- | ---- |  | ---- | ---- |  | - | ----- | -
|                                                    |  | Three-months endedJune 30, |      |   | Six-months endedJune 30, |  
|                                                    |  | 2008                       |      |   | 2007                     |   |      | 2008 |  |      | 2007 | 
|(In thousands)                                      |  |                            |      |   |                          |   |      |      |  |      |      |  |   |       |  
|Net Income (loss)                                   |  | $                          | (259 | ) |                          | $ | 592  |      |  | (264 | )    |  | $ | 1,372 |  
|Net unrealized loss on AFS securities, net of taxes |  |                            | (638 | ) |                          |   | (290 | )    |  | (260 | )    |  |   | (201  | )
|                                                    |  |                            |      |   |                          |   |      |      |  |      |      |  |   |       |  
|Comprehensive income (loss)                         |  | $                          | (897 | ) |                          | $ | 302  |      |  | (524 | )    |  | $ | 1,171 |  
|                                                    |  |                            |      |   |                          |   |      |      |  |      |      |  |   |       |  

NOTE 5. RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the FASB issued FASB Statement No. 159 The Fair Value Option for Financial Assets and Financial Liabilities. FASB 159 allows companies to measure financial instruments at fair value.
The statement will be effective as of the beginning of each fiscal year that begins after November 15, 2007. The adoption had no effect on the Companys financial statements as management has not elected the fair value option on any assets
or liabilities.

In December 2007, the FASB issue SFAS NO. 141R Business Combinations, which replaces SFAS 141. SFAS 141R establishes
principals and requirements for recognition and measurement of assets, liabilities, and any noncontrolling interest acquired due to a business combination. SFAS 141R requires that the acquirer record 100 percent of all assets and liabilities of the
acquired business generally at fair value, including goodwill. The acquirer will not be able to recognize the allowance for loan losses of the acquiree. Under SFAS 141R, acquisition related and restructuring costs will be expensed as incurred rather
than treated as part of the cost of the acquisition and included in the amount recorded for assets acquired. SFAS 141R is effective for fiscal years beginning after December 15, 2008. Accordingly, for acquisitions completed after
December 31, 2008, the Company will apply the provisions of SFAS 141R.



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In March 2008, the FASB issue SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities,
an amendment of FASB Statement No. 133. SFAS 161 applies to all derivatives and hedge agreements covered under FASB 133. SFAS 161 requires greater transparency regarding how and why they are using derivative instruments, how they are
accounting for those instruments as well as how they affect a companys financial position, results of operation and cash flow. SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008. The
Company does not expect the adoption of SFAS 161 to have a material effect on its financial condition or results of operations.

NOTE 6. FAIR VALUE

Effective January 1, 2008, the Company adopted SFAS 157 which requires that certain assets and liabilities be measured at fair value and to record any
adjustments to the fair value of those assets. Securities are recorded at fair value on a recurring basis while other assets are recorded at fair value on a non-recurring basis such as impaired loans.

The Company uses three levels of measurement to group those assets measured at fair value. These groupings are made based on the markets the assets are traded in and the
reliability of the assumptions used to determine fair value. The groupings include:



| |  |  | Level 1 pricing for an asset or liability is derived from the most likely actively traded markets and considered very reliable. Quoted prices on actively traded
equities, for example, fall into this category.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 2 pricing is derived from observable data including market spreads, current and projected rates, prepayment data and credit quality. Our bond price
adjustments fall into this category as well as impaired loans that use appraisals or brokered price opinions to determine fair value.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3 pricing is used without the use of observable data. In such cases, market-to-market strategies are typically employed. Often, these types of instruments
have no active market, possess unique characteristics and are thinly traded. Our impaired and other real estate loan balances fall into this category. We currently have no assets or liabilities that fall into this category.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Companys securities are measured on a recurring basis through a model used by our bond agent. All of our bond price
adjustments meet level 2 criteria. Prices are derived from a model which uses actively quoted rates, prepayment models and other underlying credit and collateral data.

Our impaired loans and assets held in other real estate fall into the level 2 criteria. These assets are marked to market value, if lower than the current loan balance, from either their most recent appraisals or a
brokers price opinion, whichever is most recent.



|                                       |  |                   |        |         |   |         |  |         |        |  |   |  
|-------------------------------------- |  | ----------------- | ------ | ------- | - | ------- |  | ------- | ------ |  | - | -
|                                       |  | Total at6/30/2008 |        | Level 1 |   | Level 2 |  | Level 3
|(In thousands)                         |  |                   |        |         |   |         |  |         |        |  |   |  
|Assets valued on a recurring basis     |  |                   |        |         |   |         |  |         |        |  |   |  
|AFS securities                         |  | $                 | 57,448 |         | $ |         |  | $       | 57,448 |  |   |  
|Assets valued on a non-recurring basis |  |                   |        |         |   |         |  |         |        |  |   |  
|Impaired loans                         |  |                   | 1,192  |         |   |         |  |         | 1,192  |  |   |  
|                                       |  |                   |        |         |   |         |  |         |        |  |   |  
|Total                                  |  | $                 | 58,640 |         | $ | 0       |  |         | 58,640 |  | $ | 0
|                                       |  |                   |        |         |   |         |  |         |        |  |   |  



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Note 7. SUBORDINATED DEBT

The Company has issued $5.2 million of junior subordinated debentures to its wholly owned capital trust, (Bank of the Carolinas Trust I), to fully and unconditionally guarantee the preferred securities issued by the
trust. This long term obligation constitutes a full and unconditional guarantee by the Company of the trusts obligations.

A
description of the junior subordinated debenture outstanding is as follows:



|                              |  |                 |  |              |   |  |              |  |                 |          
|----------------------------- |  | --------------- |  | ------------ | - |  | ------------ |  | --------------- | ---------
|Issuing Entity                |  | Date ofIssuance |  | InterestRate |   |  | MaturityDate |  | PrincipalAmount
|Bank of the Carolinas Trust I |  | 3/26/2008       |  | Libor + 3.00 | % |  | 3/26/2038    |  | $               | 5,155,000

The Company has the right to redeem the trust preferred securities in whole or in part, on or
after March 26, 2013. If the trust preferred securities are redeemed on or after March 26, 2013, the redemption price will be 100% of the principal amount plus accrued and unpaid interest. In addition, the Company may redeem the trust
preferred securities in whole (but not in part) at any time within 90 days following the occurrence of a tax event, an investment company event or a capital treatment event at a special redemption price (as defined in the indenture).

Note 8. IMPAIRED LOANS

We had impaired loans of $14.8 million at
June 30, 2008. Of those loans $1.9 million had specific reserves of $745,000 at June 30, 2008. Loans classified as impaired with no specific reserve totaled $12.9 million for the same period. The average recorded balance of impaired loans
was $3.9 million for the period ending June 30, 2008. The interest accrued but not recognized on non-accrual loans was $197,000 for the period ended June 30, 2008.



|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

GENERAL

Introduction

Bank of the Carolinas Corporation (BankCorp) is the parent holding company of Bank of the Carolinas (the Bank). Because BankCorp has no separate
operations and conducts no business on its own other than owning the Bank, the discussion contained in this Managements Discussion and Analysis concerns primarily the business of the Bank. However, because the financial statements are
presented on a consolidated basis, BankCorp and the Bank are collectively referred to herein as the Company unless otherwise noted.

The Bank
began in December 1998 as a state chartered bank and currently has ten offices in the Piedmont region of North Carolina. The Bank competes for loans and deposits throughout the markets it serves. The Bank, like other financial institutions, derives
most of its revenue from net interest income which is the difference between the income it earns from loans and securities minus the interest expense it incurs on deposits and borrowings.

Recent Developments

On June 25, 2008, the Company declared a
cash dividend of $.05 per share on its common stock, payable July 23, 2008 to shareholders of record on July 09, 2008.

The Company also
announced a stock repurchase plan on June 25, 2008. The plan grants the Company authority to repurchase up to 10% of the Companys shares over the course of one year and can be rescinded at any time.



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##### Table of Contents

CHANGES IN FINANCIAL CONDITION

Total Assets

At June 30, 2008, total assets were $511.9 million
compared to $506.0 million at December 31, 2007, and $456.9 million at June 30, 2007 representing a 12.0 percent year over year increase.

Investment Securities

Investment securities totaled $58.4 million at June 30, 2008, compared to $60.7 million at December 31,
2007 and $64.6 million at June 30, 2007. Total investments decreased $2.3 million or 3.8 percent from December 31, 2007 and $6.2 million or 9.6 percent from June 30, 2007. The Company held one security that was classified as held to
maturity at June 30, 2008.

The investment portfolio includes U.S. Government Agency bonds, mortgage-backed securities, corporate bonds, municipal
bonds, and treasuries and debt securities.

Loans and Allowance for Loan Losses

At June 30, 2008, the loan portfolio totaled $406.7 million and represented 79.4 percent of total assets compared to $395.0 million or 78.1 percent of total assets at December 31, 2007 and $355.8 million or
77.9 percent of total assets at June 30, 2007. Total loans increased $11.7 million from December 31, 2007 and $50.9 million or 14.3 percent from June 30, 2007. Real estate loans constituted approximately 69.1 percent of the loan
portfolio, and commercial loans comprised approximately 27.2 percent of the total loan portfolio at June 30, 2008.

The allowance for loan losses is
created by direct charges to income. Losses on loans are charged against the allowance in the period in which such loans, in managements opinion, become uncollectible. Recoveries during the period are credited to this allowance. The factors
that influence managements judgment in determining the amount charged to operating expense include past loan experience, composition of the loan portfolio, current economic conditions and probable losses.

The appropriateness of the allowance for loan losses is measured on a quarterly basis using an allocation model that assigns reserves to various components of the loan
portfolio in order to provide for probable inherent losses. It must be emphasized, however, that the determination of the reserve using the Companys procedures and methods rests upon various judgments and assumptions about current economic
conditions and other factors affecting loans. No assurance can be given that the Company will not in any particular period sustain loan losses that are sizable in relation to their amounts reserved or that subsequent evaluations of the loan
portfolio, in light of conditions and factors then prevailing, will not require significant changes in the allowance for loan losses or future charges to earnings. In addition, various regulatory agencies, as an integral part of their routine
examination process, periodically review the Companys allowance. Those agencies may require the Company to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examinations.
The Company believes the allowance is appropriate based on managements current analysis.

The allowance for loan loss has increased substantially
from June 30, 2007 primarily due to managements evaluation of necessary specific reserves for impaired loans.

The following table describes the
activity in our allowance for loan losses for the six-month periods ended June 30, 2008 and 2007.



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##### Table of Contents

|                                                                   |  |                          |       |   |      |   |       |  
|------------------------------------------------------------------ |  | ------------------------ | ----- | - | ---- | - | ----- | -
|                                                                   |  | Six-months endedJune 30, |      
|                                                                   |  | 2008                     |       |   | 2007 |  
|                                                                   |  | (dollars in thousands)   |      
|Balance at beginning of period                                     |  | $                        | 4,245 |   |      | $ | 3,732 |  
|Provision for loan losses                                          |  |                          | 1,095 |   |      |   | 474   |  
|Charge-offs                                                        |  |                          | (876  | ) |      |   | (805  | )
|Recoveries of loans previously charged-off                         |  |                          | 74    |   |      |   | 24    |  
|                                                                   |  |                          |       |   |      |   |       |  
|Balance at end of period                                           |  | $                        | 4,538 |   |      | $ | 3,425 |  
|                                                                   |  |                          |       |   |      |   |       |  
|                                                                   |  |                         
|Ratio of allowance for loan losses to total loans at end of period |  |                          | 1.12  | % |      |   | 0.96  | %

Certain credit risks are inherent in making loans, particularly commercial and consumer loans. Management
prudently assesses these risks and attempts to manage them effectively. The Company also attempts to reduce repayment risks by adhering to internal credit underwriting policies and procedures. These policies and procedures include officer and
customer limits, periodic loan documentation review and follow up on exceptions to credit policies. A loan is placed in nonaccrual status when, in managements judgment, the collection of interest appears doubtful.

The following table summarizes information regarding our nonaccrual loans, other real estate owned, and certain other repossessed assets and loans, as of June 30,
2008 and December 31, 2007. On those dates, we had no loans categorized as troubled debt restructuring within the meaning of SFAS 15.



|                                                                 |  |                        |        |   |                  |   |       |  
|---------------------------------------------------------------- |  | ---------------------- | ------ | - | ---------------- | - | ----- | -
|                                                                 |  | June 30,2008           |        |   | December 31,2007 |  
|                                                                 |  | (dollars in thousands) |       
|Loans accounted for on a nonaccrual basis:                       |  |                        |        |   |                  |   |       |  
|Real estate loans:                                               |  |                        |        |   |                  |   |       |  
|Mortgage                                                         |  | $                      | 31     |   |                  | $ |      |  
|Commercial                                                       |  |                        | 3,318  |   |                  |   | 300   |  
|Construction                                                     |  |                        | 850    |   |                  |   |      |  
|Home Equity                                                      |  |                        |       |   |                  |   |      |  
|Commercial business and consumers                                |  |                        | 6,164  |   |                  |   | 248   |  
|Total nonaccrual loans                                           |  |                        | 10,363 |   |                  |   | 548   |  
|Accruing loans, which are contractually past due 90 days or more |  |                        | 1,644  |   |                  |   | 6,661 |  
|                                                                 |  |                        |        |   |                  |   |       |  
|Total non-performing loans                                       |  |                        | 12,007 |   |                  |   | 7,209 |  
|Other real estate owned, net                                     |  |                        | 2,432  |   |                  |   | 2,528 |  
|                                                                 |  |                        |        |   |                  |   |       |  
|Total non-performing assets                                      |  | $                      | 14,439 |   |                  | $ | 9,737 |  
|                                                                 |  |                        |        |   |                  |   |       |  
|                                                                 |  |                       
|Non-performing loans as a percentage of net loans                |  |                        | 2.99   | % |                  |   | 1.82  | %
|Total non-performing assets as a percentage of total assets      |  |                        | 2.82   | % |                  |   | 1.92  | %

The Companys non-performing assets were $14.4 million at June 30, 2008, or 3.0% of net loans. While the
reported amount is at a historically high level, it includes one credit relationship of approximately $4.9 million for which 75% of any loss incurred by the Bank is guaranteed by the US Department of Agriculture. Presently the Bank expects no
significant loss with regard to that particular credit. Excluding this credit, non-performing assets would amount to $9.5 million, or 2.3% of outstanding loans.



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##### Table of Contents

Deposits

The
Companys deposit services include business and individual checking accounts, savings accounts, NOW accounts, certificates of deposit and money market checking accounts. At June 30, 2008, total deposits were $414.3 million compared to
$421.9 million at December 31, 2007 and $387.0 million at June 30, 2007. These figures represent a decrease of 1.8 percent over December 31, 2007 and an increase of 7.1 percent over June 30, 2007. At June 30, 2008, time
deposits of $100,000 and over made up approximately 37.0 percent of total deposits versus 43.5 percent at December 31, 2007 and 36.8 percent at June 30, 2007. Our deposits are generated primarily within our banking market. However, the
Company had $67.1 million in brokered deposits at June 30, 2008 compared to $97.1 million at December 31, 2007 and $68.0 million at June 31, 2007.

Liquidity

Liquidity management is the process of managing assets and liabilities as well as their maturities to insure adequate funding for
loan and deposit activity as well as continued growth of the Company. Sources of funding come from both the asset and liability side of the balance sheet. Asset side sources include cash and cash equivalents, federal funds sold and unpledged
available for sale securities. These totaled $62.1 million at June 30, 2008 and $67.0 million at December 31, 2007. Liquidity sources from liabilities include deposits and lines of credit with other institutions. These sources are largely
affected by our ability to attract and maintain deposits. Our deposits, together with equity capital, funded 88.7 percent of total assets at June 30, 2008. The Company has borrowing lines available from various correspondent banks and the
Federal Home Loan Bank of Atlanta (FHLB) for short-term or long-term funding. At June 30, 2008, the Company had total borrowings of $41.0 million from the FHLB, with maturity dates on these borrowings extending through 2013. A blanket lien on
loans secured by residential 1-4 family dwellings, qualifying non-residential loans and home equity lines of credit is in place with the FHLB to secure these advances. The Company closely monitors and evaluates its overall liquidity position. The
Company believes its liquidity position at June 30, 2008 is adequate to meet its operating needs.

Interest Rate Sensitivity

Fluctuating interest rates, increased competition and changes in the regulatory environment continue to significantly affect the importance of interest-rate sensitivity
management. Rate sensitivity arises when interest rates on assets change in a different period of time or in a different proportion to interest rates on liabilities. The primary objective of interest-rate sensitivity management is to prudently
structure the balance sheet so that movements of interest rates on assets and liabilities are highly correlated and produce a reasonable net interest margin even in periods of volatile interest rates. The Company uses an asset/liability simulation
model to project potential changes to the Companys net interest margin, net income, and economic value of equity based on simulated changes to market interest rates, namely the prime rate. The Company is slightly liability sensitive over the
next twelve months, which means that interest-earning liabilities could re-price more quickly than interest bearing assets. Theoretically, the Companys net interest margin will decline if market interest rates rise or improve if market
interest rates fall.

Capital Adequacy

Regulatory
guidelines require banks to hold minimum levels of capital based upon the risk weighting of certain categories of assets as well as any off-balance sheet contingencies. Federal regulators have adopted risk-based capital and leverage capital
guidelines for measuring the adequacy of a banks capital, and all applicable capital standards must be satisfied for us to be considered in compliance with regulatory requirements. On June 30, 2008, the Banks Total Capital Ratio and
Tier 1 Capital Ratio were 10.97 percent and 9.92 percent, respectively, which were well above the minimum levels required by regulatory guidelines. At June 30, 2008, the Banks Leverage Capital Ratio was 8.41 percent, which was also well
above the minimum level required by the regulatory guidelines. Banks are placed into one of four capital categories based on the above three separate capital ratios. The four categories are well-capitalized, adequately
capitalized, under-capitalized, and critically under-capitalized. The Company is considered well-capitalized as of June 30, 2008.

RESULTS OF OPERATIONS

Three-Month Period Ended June 30, 2008 and June 30,
2007

The Company had a net loss of $259,000 or $(0.07) per diluted share for the three-month period ended June 30, 2008 while reporting income of
$592,000 or $.15 per diluted share for the three-month period ended June 30, 2007.



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Net interest income, or the difference between income generated by earning assets (primarily loans, investment
securities, and interest-bearing balances) and the expense incurred on interest bearing liabilities (primarily deposits and borrowed funds used to fund earning assets), is the Companys primary source of earnings. The Companys net
interest income for the three-month period ended June 30, 2008 and 2007 was $3.2 million and $3.6 million, respectively. The decrease was primarily attributable to a decrease in interest income on loans, which was in large part due to several
loans that were placed in non-accrual status during the quarter as well as the continued effects of the Federal Reserves rate cuts of 325 basis points since September 2007.

The loan loss provision increased $369,000 in the second quarter of 2008 and was mainly due to an increase in non-performing assets as well as the identification of specific impairment on loans identified by
management as has been previously discussed.

Interest expense for the three-month period ending June 30, 2008 was $4.2 million compared to $4.6
million during the same period in 2007. This decrease of $418,000 or 9.1% was primarily attributable to an increase in more cost effective savings deposits during the period.

Non-interest income was $518,000 for the three-months compared to $472,000 for the three-month period ended June 30, 2007. The non-interest income total includes service charges on deposit accounts, bank owned
life insurance, and mortgage broker fees. The $46,000 period over period increase was largely the result of an $81,000 increase in income from customer service fees in conjunction with a $50,000 decrease in investment services income. The Company
experienced growth in non-interest income of 9.7% for the three month periods ended June 30, 2008 versus 2007.

Non-interest expense was $3.3 million
for the three-months ended June 30, 2008, compared to $2.8 million for the same period in 2007 an increase of $512,000 or 18.4 percent. Salaries and benefits increased $384,000, occupancy expense increased $60,000 and other non-interest expense
increased $68,000 for the current year period. The increased salary and benefit and occupancy expense levels are comprised of normal salary adjustments plus increased staffing and occupancy costs associated with two banking offices opened in
mid-2007.

The Company accrued a tax benefit of $138,000 for the three months ended June 30, 2008 based on the loss in the quarter. This compares to
tax expense of $244,000 in the second quarter of 2007.

Six-Month Period Ended June 30, 2008 and June 30, 2007

The Company had net loss of $264,000 or $.07 per diluted share for the six-month period ended June 30, 2008 and net income $1,372,000 or $.35 per diluted share for
the six-month period ended June 30, 2007.

Net interest income, or the difference between income generated by earning assets (primarily loans,
investment securities, and interest-bearing balances) and the expense incurred on interest bearing liabilities (primarily deposits and borrowed funds used to fund earning assets), is the Companys primary source of earnings. The Companys
net interest income for the six-month period ended June 30, 2008 and 2007 was $6.4 million and $7.1 million, respectively.

Interest expense for the
six-month period ending June 30, 2008 was $8.9 million compared to $9.1 million during the same period in 2007. The $294,000 decrease left the Company relatively flat year over year.

Principal factors leading to the decrease in net income for the six-month period ended in 2008, relative to 2007, was a decline in the Companys net interest
income, an increase in the provision for loan losses and increased non-interest expense. For the six-month period ended in 2008, the net interest margin declined to 2.75% from 3.35% in 2007. For the six-month period ended June 30, 2008,
approximately $197,000 or 15.0% of the decline in our net interest margin was attributable to the loss of income associated with non-accrual loans. The provision for loan losses increased $621,000 from the previous year primarily due to charge offs
and the identification of impaired loans by Banks management.

Non-interest income was $970,000 for the six-months compared to $901,000 for the
six-month period ended June 30, 2007. The non-interest income total includes service charges on deposit accounts, bank owned life insurance, and mortgage broker fees. The $70,000 year over year increase was largely a result of $137,000 increase
in customer service fees in conjunction with an $84,000 decrease in income from our investment services division.



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Non-interest expense was $6.7 million for the six-months ended June 30, 2008, compared to $5.6 million for the same
period in 2007 an increase of $1,106,000 or 19.9 percent. Salaries and benefits increased $761,000, occupancy expense increased $141,000 and other non-interest expense increased $204,000 for the current year period. The increased salary and benefit
and occupancy expense levels are comprised of normal salary adjustments plus increased staffing and occupancy costs associated with two banking offices opened in mid-2007.

The bank accrued a tax benefit of $138,000 for the six months ending June 30, 2008 compared to tax expense of $613,000 for the same time period in 2007. The tax benefit was a result of the Companys loss for
the six month period.

DISCLOSURES ABOUT FORWARD LOOKING STATEMENTS

This Report and its exhibits contain statements relating to our financial condition, results of operations, plans, strategies, trends, projections of results of specific
activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts. Those statements may be forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by terms such as may, will,
should, could, expects, plans, intends, anticipates, believes, estimates, predicts, forecasts, potential or
continue, or similar terms or the negative of these terms, or other statements concerning opinions or judgments of the Companys management about future events. Forward-looking information is inherently subject to risks and
uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in reports the Company files with the Securities and Exchange Commission
from time to time. Copies of those reports are available directly through the Commissions website at www.sec.gov. Other factors that could influence the accuracy of such forward-looking statements include, but are not limited to,
(a) changes in competitive pressures among depository and other financial institutions or in the Companys ability to compete successfully against the larger financial institutions in its banking markets; (b) the financial success or
changing strategies of the Companys customers; (c) actions of government regulators, or changes in laws, regulations or accounting standards, that adversely affect the Companys business; (d) changes in the interest rate
environment and the level of market interest rates that reduce the Companys net interest margins and/or the volumes and values of loans it makes and securities it holds; (e) changes in general economic or business conditions and real
estate values in the Companys banking markets (particularly changes that affect the Companys loan portfolio, the abilities of its borrowers to repay their loans, and the values of loan collateral); (f) the impact on financial
institutions in general of recent adverse conditions in the banking industry and the credit and securities markets; and (g) other developments or changes in our business that the Company does not expect. Although the Company believes that the
expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. All forward-looking statements attributable to the Company are expressly qualified in their
entirety by the cautionary statements in this paragraph. The Company has no obligation, and do not intend, to update these forward-looking statements.



|Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Not
applicable



|Item 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

The Companys management, under the
supervision and with the participation of its Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures in accordance with Rule
13a-15 of the Securities Exchange Act of 1934 (the Exchange Act). Based on their evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, the
Companys disclosure controls and procedures were effective to provide reasonable assurance that it is able to record, process, summarize and report in a timely manner the information required to be disclosed in reports it filed under the
Exchange Act.

In connection with the above evaluation of the effectiveness of the Companys disclosure controls and procedures, no change in the
Companys internal control over financial reporting was identified that occurred during the most recent quarterly period and that has materially affected, or is reasonably likely to materially affect, the Companys internal control over
financial reporting.



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##### Table of Contents

PART II - OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

None



|Item 1A. | Risk Factors
|-------- | ------------

Not applicable



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

None



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

None



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

The
Companys annual meeting of shareholders was held on May 28, 2008. At the meeting, the shareholders:



| |  |  | elected 14 directors for terms of one year each; and
| | - |  | ----------------------------------------------------



| |  |  | voted on a proposal to amend our articles of Incorporation to authorize the issuance of preferred stock.
| | - |  | --------------------------------------------------------------------------------------------------------



|                                                                                                                         |  |                   |  |                                    |  |                 |  |                 
|------------------------------------------------------------------------------------------------------------------------ |  | ----------------- |  | ---------------------------------- |  | --------------- |  | ----------------
|Name of Nominee or Description of Other Matter Voted On                                                                  |  | SharesVoted For |  | SharesWithheld orVoted Against |  | SharesAbstained |  | BrokerNonVotes
|Election of Directors                                                                                                    |  |                   |  |                                    |  |                 |  |                 
|Jerry W. Anderson                                                                                                        |  | 3,003,513         |  | 90,466                             |  | N/A             |  | N/A             
|Alan M. Bailey                                                                                                           |  | 3,003,513         |  | 90,466                             |  | N/A             |  | N/A             
|William A. Burnette                                                                                                      |  | 3,001,785         |  | 92,194                             |  | N/A             |  | N/A             
|John A. Drye                                                                                                             |  | 3,002,113         |  | 91,866                             |  | N/A             |  | N/A             
|Thomas G. Fleming                                                                                                        |  | 3,017,103         |  | 76,876                             |  | N/A             |  | N/A             
|John W. Googe                                                                                                            |  | 3,003,129         |  | 90,850                             |  | N/A             |  | N/A             
|Henry H. Land                                                                                                            |  | 3,002,113         |  | 91,866                             |  | N/A             |  | N/A             
|Michel D. Larrowe                                                                                                        |  | 3,002,113         |  | 91,866                             |  | N/A             |  | N/A             
|Steven G. Laymon                                                                                                         |  | 3,015,375         |  | 78,604                             |  | N/A             |  | N/A             
|Robert E. Marziano                                                                                                       |  | 3,019,044         |  | 74,935                             |  | N/A             |  | N/A             
|Grady L. McClamrock, Jr.                                                                                                 |  | 3,003,513         |  | 90,466                             |  | N/A             |  | N/A             
|Lynne S. Safrit                                                                                                          |  | 3,003,513         |  | 90,466                             |  | N/A             |  | N/A             
|Francis W. Slate                                                                                                         |  | 3,003,129         |  | 90,850                             |  | N/A             |  | N/A             
|Stephen R. Talbert                                                                                                       |  | 2,977,162         |  | 116,817                            |  | N/A             |  | N/A             
|                                                                                                                         |  |                   |  |                                   
|Proposal to Approve an Amendment to the Companys Articles of Incorporation to Authorize the Issuance of Preferred Stock |  | 1,680,088         |  | 543,989                            |  | 24,683          |  | 845,219         



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##### Table of Contents

|Item 5. | Other Information
|------- | -----------------

None



|Item 6. | Exhibits
|------- | --------

The following exhibits are being
furnished or filed with this report.



|      |  |                                                                                                                                     
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------
|3.01  |  | The Companys Articles of Incorporation, as amended (filed herewith)                                                                
|      | 
|10.01 |  | Resignation and Consultation Agreement and Release between the Bank and Eric E. Rhodes (filed herewith)                             
|      | 
|31.01 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (furnished herewith)                                            
|      | 
|31.02 |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) (furnished herewith)                                        
|      | 
|32.01 |  | Certification of our Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith)



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##### Table of Contents

SIGNATURES

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



|                      |  |                                   |  |                                               
|--------------------- |  | --------------------------------- |  | ----------------------------------------------
|                      |  | BANK OF THE CAROLINAS CORPORATION
|                      |  |                                  
|Date: August 14, 2008 |  | By:                               |  | /s/ Robert E. Marziano                        
|                      |  |                                   |  | Robert E. Marziano                            
|                      |  |                                   |  | President and Chief Executive Officer         
|                      |  |                                  
|Date: August 14, 2008 |  | By:                               |  | /s/ Michelle L. Clodfelter                    
|                      |  |                                   |  | Michelle L. Clodfelter                        
|                      |  |                                   |  | Vice President and Principal Financial Officer



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##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                                                      
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                          
|3.01          |  | The Companys Articles of Incorporation, as amended (filed herewith)                                                                 
|              | 
|10.01         |  | Resignation and Consultation Agreement and Release between the Bank and Eric E. Rhodes (filed herewith)                              
|              | 
|31.01         |  | Certification of our Chief Executive Officer pursuant to Rule 13a-14(a) (furnished herewith)                                         
|              | 
|31.02         |  | Certification of our Principal Financial Officer pursuant to Rule 13a-14(a) (furnished herewith)                                     
|              | 
|32.01         |  | Certifications of our Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith)



19