UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event reported~~Event Reported): ~~November~~March 1821, ~~2011~~2012

000-24478

38-3073622

(Commission

File No.)

(IRS Employer

Identification No.)

DEARBORN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Michigan		000-24478		38-3073622
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1360 Porter Street, Dearborn, MI

~~1360~~(Address ~~Porter~~of ~~Street~~Principal Executive Offices)

~~Dearborn,~~48124 ~~MI 48034~~

(~~Address~~Zip ~~of principal executive offices~~Code)

~~Registrant’s telephone number:~~ (313) 565-5700

~~Check~~(Registrant’s ~~the~~Telephone ~~appropriate~~Number, ~~box~~Including ~~below~~Area ifCode) ~~the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

¨Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions:

¨ ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR 230.425)

¨ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~¨ ~~3.01.~~Pre-commencement ~~Notice~~communications ofpursuant ~~Delisting or Failure~~ to ~~Satisfy~~Rule a13e-4(c) ~~Continued~~under ~~Listing~~the ~~Rule~~Exchange orAct ~~Standard;~~(17 ~~Transfer~~CFR ~~of Listing~~240.13e-4(c))

~~On November~~Item ~~18, 2011, Dearborn Bancorp, Inc~~8.01 ~~(the~~Other ~~“Company”)~~Events received a letter from The Nasdaq Stock Market (“NASDAQ”) stating that the staff has rejected the Company’s compliance plan to cure a reporting deficiency under Listing Rule 5250(c)(1) for the reasons detailed below. The letter provides that, absent an appeal of the staff’s determination by the Company, trading in the Company’s common stock will be suspended at the opening of business on November 29, 2011, and NASDAQ will file a Form 25-NSE with the Securities and Exchange Commission (“SEC”) to remove Company’s securities from listing and registration on NASDAQ.

AsFidelity ~~previously~~Bank ~~reported~~(the on“Bank”), ~~Form~~the ~~8-K~~wholly ~~dated~~owned ~~August 19,~~banking ~~2011~~subsidiary of Dearborn Bancorp, Inc. (the “Company”), ~~received~~is aconsidered ~~letter~~to ~~from~~be ~~NASDAQ~~“critically undercapitalized” based on ~~August 18,~~the Federal ~~2011~~Deposit ~~stating~~Insurance ~~that~~Corporation (“FDIC”) and the ~~Company~~State ~~was~~of ~~not~~Michigan, inOffice ~~compliance~~of ~~with~~Financial ~~Nasdaq~~and ~~Listing~~Insurance ~~Rule~~Regulation ~~5250~~(c“OFIR”)~~(1)~~ ~~because~~joint ~~the~~safety ~~Company~~and ~~did~~soundness ~~not~~examination ~~timely~~of ~~file~~the ~~its~~Bank ~~Quarterly~~for ~~Report~~2011. onThe ~~Form~~Bank ~~10-Q~~disputes ~~for~~several of the material ~~period~~adverse ~~ended June 30,~~supervisory ~~2011~~determinations ~~with~~in the ~~SEC.~~examination ~~The~~report ~~Company~~but ~~submitted~~under athe ~~compliance~~current ~~plan~~state toand ~~NASDAQ~~federal inbanking astructure, ~~timely~~it ~~fashion,~~has ~~however,~~no ~~due~~avenue tofor ~~the~~appeal ~~timing~~or reversal of ~~the~~these ~~annual~~material ~~examination~~adverse offindings. ~~its~~By ~~wholly~~letter ~~owned~~dated ~~subsidiary~~March 14, ~~Fidelity Bank~~2012, ~~and~~the FDIC ~~management’s~~ordered ~~inability~~the Bank to ~~certify~~fund the ~~Company’s~~ ~~financial~~Allowance ~~statements~~for ~~until~~Loan ~~resolution~~and ofLease ~~its~~(“ALLL”) ~~disagreement~~ with ~~the~~an ~~FDIC~~additional onminimum ~~certain~~of ~~accounting~~$26 million and ~~regulatory~~to ~~issues,~~amend ~~the~~its ~~Company~~Consolidated ~~could~~Reports ~~not~~of ~~assure~~Condition ~~NASDAQ~~and ~~that~~Income it(“Call ~~would~~Reports”) befor June, September and December 2011 in compliance with ~~Listing~~the ~~Rule~~findings ~~5250(c)(1)~~of by the ~~required deadline~~final examination report. AsOn ~~such~~March 21, 2012, the ~~Company’s~~Bank filed amended Call Reports in compliance ~~plan~~with ~~was~~the ~~not~~FDIC ~~accepted~~order.

~~The~~By ~~Company~~way ~~has~~of background, the ~~right~~Bank is classified as a troubled institution and has been “undercapitalized” according to ~~appeal~~regulatory risk based capital guidelines since 2009. This was primarily due to significant losses in its commercial real estate portfolio during a distressed economy in Southeast Michigan. On July 5, 2011, the ~~NASDAQ~~FDIC and OFIR began a joint safety and soundness examination of the Bank for 2011. The final examination report ~~staff’s~~was ~~determination~~issued on January 6, 2012 and, due to ~~suspend~~approximately ~~trading~~$28 million in ~~the~~required ~~Company’s~~loan ~~securities~~downgrades, charge-offs and ~~its~~additional ~~delisting~~provisions for loan loss, the Bank is considered to be “critically undercapitalized.” The Bank disagreed with the accounting treatment of approximately $24 million of this amount primarily as it relates to the Interagency Policy Statement on Prudent Commercial Real Estate Loan Workouts and ~~deregistration~~the ~~from~~Interagency ~~NASDAQ~~Policy Statement on the Allowance for Loan and Lease Losses, but ~~does~~was ~~not~~unsuccessful ~~expect~~during informal communications with the FDIC and OFIR to doreverse sotheir supervisory determinations. The Bank, ~~due~~as required by GAAP, inhas ~~part~~consistently relied on the appraisals of state certified and MAI certified appraisers, completed tounder the ~~Company’s~~Dodd-Frank ~~belief~~Act ~~that~~guidelines, to determine the ~~interests~~value of its collateral. When a new appraisal is not required, the ~~Company~~Bank has relied upon an internal loan valuation model and ~~its~~input from an in-house certified appraiser to determine ~~shareholders~~collateral ~~will~~value. beA ~~better~~significant ~~served~~number atof these appraisals were rejected by the ~~present~~examiners ~~time~~as ~~through~~was ~~cost~~the ~~savings~~Bank’s ~~afforded~~collateral byvaluation ~~delisting~~model, ~~from~~resulting ~~NASDAQ~~in approximately $15.4 million in losses or impairments. An additional $8.5 million increase in the loan loss allowance was required under an unpublished regulatory accounting interpretation regarding minimum historical loss rate calculations on pass grade loans.

~~Effective Monday,~~Upon ~~November 28,~~the ~~2011~~Bank’s receipt of the final examination report, the ~~Company~~FDIC ~~anticipates~~notified the Bank that ~~transactions~~it inwould be pursuing a new formal enforcement action. Under the ~~Company~~FDIC’s ~~stock~~Guidelines ~~will~~for beAppeals ~~reported~~of onMaterial Supervisory Determinations, written notification of the ~~OTC~~intent ~~Pink,~~to ~~Limited~~pursue ~~Information,~~formal ~~under~~enforcement action terminates the ~~symbol~~Bank’s ~~DEAR.~~right ~~Investors~~to ~~are~~appeal ~~cautioned~~all of the above mentioned determinations and the facts and circumstance that ~~transactions~~form ~~reported~~the ~~may~~basis ~~reflect~~for the formal ~~inter-dealer~~enforcement ~~prices,~~action ~~without~~to ~~retail~~the ~~markup,~~Director ~~markdown~~of the Division of Supervision and Consumer Protection or ~~commissions~~to the FDIC’s Supervision Appeals Review Committee. On January 13, ~~and~~2012, ~~may~~the ~~not~~Bank ~~necessarily~~made ~~represent~~formal ~~actual~~request ~~transactions~~for inan administrative hearing with the ~~common~~OFIR Commissioner ~~stock~~to reconsider the material supervisory determination findings as allowed under the Michigan Banking Code of 1999. ~~Additionally~~On March 1, ~~investors~~2012, ~~are~~the ~~cautioned~~Bank was notified that the ~~Company~~OFIR isCommissioner would not ~~current~~grant in its ~~reporting~~request tofor ~~the~~an ~~SEC having~~administrative ~~failed~~hearing to ~~file~~review ~~its~~several ~~quarterly~~of ~~reports~~the onmaterial ~~Form~~adverse ~~10-Q~~supervisory ~~for~~determinations ~~the~~disputed ~~quarters~~by ~~ending~~the ~~June 30~~Bank and, ~~2011~~as ~~and~~a ~~September 30~~result, ~~2011.~~under the current banking regulatory structure the Bank has no avenue for appeal or reversal of these material adverse findings.

~~On November 23,~~Under ~~2011~~the Prompt Corrective Action framework established under FDICIA, the ~~Company~~failure ~~issued~~to ameet minimum ~~press~~capital ~~release~~requirements ~~announcing~~can ~~the~~initiate ~~receipt~~both ofmandatory and additional discretionary actions by regulators that are likely to have a material adverse effect on the ~~November 18,~~Bank ~~2011~~and ~~NASDAQ~~the ~~letter~~Company. AIn ~~copy~~the case of critically undercapitalized banks, the appointment ~~press~~of ~~release~~a conservator or receiver generally is ~~attached~~required ~~hereto~~if asthe ~~Exhibit~~institution ~~99.1~~is ~~and~~unable ~~incorporated~~to ~~herein~~raise bysufficient ~~reference~~capital within 90 days of the date on which it was determined that the institution was critically undercapitalized.

2Due to the conditions and events discussed above, we believe substantial doubt exists as to the Company’s ability to continue as a going concern. We have determined that significant additional sources of capital will be required for the Bank to continue operations through 2012 and beyond. We have previously engaged financial advisors to assist in our efforts to raise additional capital and explore strategic alternatives to address our current and expected capital deficiencies. To date, they have been unsuccessful. As a result of the Bank’s financial condition, our regulators are continually monitoring its capital adequacy. Based on their assessment of the Bank’s ability to continue to operate in a safe and sound manner, the banking regulators may take other actions, including further enforcement actions, capital directives or even assumption of control of the Bank, to protect the interests of depositors insured by the FDIC. If the Bank is placed into FDIC receivership, it is highly likely that the Company would be required to cease operations. If the Company were to cease operations, we do not believe that there would be any assets available to the holders of capital stock of the Company.

~~Item~~The ~~9.01.~~information ~~Financial~~in ~~Statements~~this Form 8-K and ~~Exhibits~~the attached Exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any such filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

99.1 Press Release dated November 23, 2011

SIGNATURES

~~In accordance~~Pursuant ~~with~~to ~~Section 13~~the orrequirements ~~15(d)~~ of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dearborn Bancorp, Inc.
(Registrant)

/s/ Jeffrey L. Karafa
Jeffrey L. Karafa
Treasurer and Chief Financial Officer

3Date: March 21, 2012

DEARBORN BANCORP, INC.

Dated: November 23, 2011

/s/ Jeffrey L. Karafa

Jeffrey L. Karafa

Treasurer and Chief Financial Officer

Filing Compare · DEARBORN BANCORP INC /MI/