SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 11-K

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One):

þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. [NO FEE REQUIRED]

For the fiscal year ended December 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

For the transition period from                      to                     

Commission file number 000-24478

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Fidelity Bank 401(k) plan.

B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

DEARBORN BANCORP, INC.

1360 Porter Street

Dearborn, Michigan 48124

Fidelity Bank 401(k) Plan
EIN: 38-3127130 PN: 001
Accountants’ Report and Financial Statements
December 31, 2008 and 2007

Fidelity Bank 401(k) Plan
December 31, 2008 and 2007

Contents

Report of Independent Registered Public Accounting Firm	1
Financial Statements
Statements of Net Assets Available for Benefits	2
Statements of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
Supplemental Schedules
Schedule H, Line 4a — Schedule of Delinquent Participant Contributions	15
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)	16
EX-23.1
EX-23.2

Report of Independent Registered Public Accounting Firm

Plan Administrator
Fidelity Bank 401(k) Plan
Dearborn, Michigan

We have audited the accompanying statement of net assets available for benefits of Fidelity Bank 401(k) Plan as of December 31, 2008, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Fidelity Bank 401(k) Plan as of December 31, 2008, and the changes in its net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 6, the Plan changed its method of accounting for fair value measurements in accordance with Statement of Financial Accounting Standards No. 157 in 2008.

The accompanying supplemental schedules are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

Indianapolis, Indiana
June 30, 2009

Federal Employer Identification Number: 44-0160260

Fidelity Bank 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007

Assets

	2008		2007
Investments, at fair value	$	3,915,859	$	4,504,640
Receivables
Employer match		9,058		8,849
Participant deferrals		—		28,431
		9,058		37,280
Net Assets Available for Benefits	$	3,924,917	$	4,541,920

See Notes to Financial Statements

2

Fidelity Bank 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2008 and 2007

	2008			2007
Investment Income
Net depreciation in fair value of investments	$	(2,572,504	)	$	(1,390,034	)
Interest and dividends		12,278			112,816
Net investment loss		(2,560,226	)		(1,277,218	)
Contributions
Employer		239,222			243,087
Participants		760,135			812,895
Rollovers		1,302,788			26
		2,302,145			1,056,008
Total		(258,081	)		(221,210	)
Deductions
Benefit payments		357,342			151,951
Adminstrative expenses		1,580			—
Total		358,922			151,951
Net Decrease		(617,003	)		(373,161	)
Net Assets Available for Benefits, Beginning of Year		4,541,920			4,915,081
Net Assets Available for Benefits, End of Year	$	3,924,917		$	4,541,920

3

Fidelity Bank 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

Note 1: Description of the Plan

The following description of Fidelity Bank 401(k) Plan (Plan) provides only general information. Participants should refer to the Plan Document and Summary Plan Description for a more complete description of the Plan’s provisions, which are available from the Plan Administrator.

General

The Plan is a defined-contribution plan sponsored by Fidelity Bank (Bank) for the benefit of its employees who have at least six months of service and are age 18 or older. The Plan was effective January 1, 1988 and amended and restated effective January 1, 2002. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Jeffrey L. Karafa and Michael J. Ross are the trustees of the Plan. Massachusetts Mutual Life Insurance Company serves as Plan custodian.

During 2007, the Bank changed its name from Community Bank of Dearborn to Fidelity Bank and changed the name of the Plan from Community Bank of Dearborn 401(k) Plan to Fidelity Bank 401(k) Plan.

Contributions

Elective deferrals by participants under the 401(k) provisions are based on a percentage of their compensation as defined by the Plan agreement and are subject to certain limitations. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Employee rollover contributions are also permitted. The Bank may make matching contributions of 50% of employees’ salary deferral amounts on the first 6% of employees’ compensation and profit-sharing contributions. Bank profit-sharing contributions are discretionary as determined by the Bank’s Board of Directors. Contributions are subject to certain limitations. Forfeitures are used to reduce Bank contributions.

Participant Investment Account Options

Investment account options available include pooled separate accounts consisting of various mutual funds and Dearborn Bancorp, Inc. common stock. Each participant has the option of directing his contributions into any of the separate investment accounts and may change the allocation daily. All matching contributions, if approved by Plan management, are invested in the Dearborn Bancorp, Inc. common stock pooled separate account. At December 31, 2008 and 2007, approximately 11% and 25%, respectively, of the Plan’s assets were invested in Dearborn Bancorp, Inc. common stock.

Participant Accounts

Each participant’s account is credited with the participant’s contribution, the Bank’s contribution and Plan earnings and is charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefits to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

4

Fidelity Bank 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

Vesting

Participants are immediately vested in their voluntary contributions plus earnings thereon. Vesting in the Bank’s contribution portion of their accounts plus earnings thereon is based on years of continuous service. A participant is fully vested after five years of continuous service. The nonvested balance is forfeited upon termination of service. Forfeitures are used to reduce Bank contributions.

Payment of Benefits

Upon termination of service, an employee may elect to receive a lump-sum amount equal to the value of his account. A participant may receive the portion of his or her account invested in Dearborn Bancorp, Inc. stock as shares of common stock or in cash. At December 31, 2008, Plan assets include $10,909 allocated to accounts of terminated or retired participants who have elected to withdraw from the Plan but have not yet been paid. At December 31, 2007, $395,858 has been allocated to the accounts of participants who have been separated from the Bank but not withdrawn or rolled over to a different plan.

Participant Loans

The Plan Document includes provisions authorizing loans from the Plan to active eligible participants. The maximum amount of a participant’s loans is determined by the available loan balance restricted to the lesser of $50,000 or 50% of the participant’s vested account balance. All loans are covered by demand notes and are repayable over a period not to exceed five years (except for loans for the purchase of a principal residence) through payroll withholdings unless the participant is paying the loan in full.

Plan Termination

Although it has not expressed an intention to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

Note 2: Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements are prepared on the accrual basis of accounting.

5

Fidelity Bank 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets and changes in net assets and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Valuation of Investments and Income Recognition

The investments at December 31, 2008 in pooled separate accounts, which include mutual funds and Dearborn Bancorp, Inc. common stock, are valued at estimated fair value as provided by MassMutual Financial Group. The fair value of the guaranteed interest account is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the creditworthiness of the issuer.

The investments in mutual funds at December 31, 2007 are valued at the net asset value (NAV) of shares held by the Plan at year end. Additionally, the investment in Dearborn Bancorp, Inc. common stock is valued at the closing price reported on the active market on which the security is traded.

Participant loans for both 2008 and 2007 are valued at amortized cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

As described in Financial Accounting Standards Board Staff Position FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts, such as the guaranteed interest account, held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts, because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. The Plan custodian has disclosed to the Plan that contract value is an appropriate determination of fair value. Therefore, there is no adjustment from fair value to contract value presented on the Statement of Net Assets Available for Benefits for 2008 and 2007.

6

Fidelity Bank 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

Plan Tax Status

The Plan operates under a nonstandardized adoption agreement in connection with a prototype retirement plan and trust/custodial document sponsored by MassMutual Financial Group. This prototype plan document has been filed with the appropriate agency. The Plan has not obtained or requested a determination letter. However, the Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and that the Plan was qualified and the related trust was tax exempt as of the financial statement date.

Payment of Benefits

Benefits are recorded when paid. Distributions are allowed upon retirement, disability, death of the employee and termination of service.

Risks and Uncertainties

The Plan provides for various investment options in any combination of mutual funds and stocks. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for plan benefits.

The current economic environment also presents retirement plans with unprecedented circumstances and challenges, which in some cases have resulted in large declines in the fair value of investments. The financial statements have been prepared using values and information currently available to the Plan.

Given the volatility of current economic conditions, the values of assets recorded in the financial statements could change rapidly, resulting in material future adjustments in investment values that could negatively impact the Plan.

Administrative Expenses

Administrative expenses may be paid by the Bank or the Plan, at the Bank’s discretion.

Reclassifications

Certain reclassifications have been made to the 2007 financial statement to conform to the 2008 financial statement presentation. These reclassifications had no effect on changes in net assets available for benefits.

7

Fidelity Bank 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

Note 3: Investments

The Plan’s investments are held by an insurance company-administered trust fund. The Plan’s investments (including investments bought, sold and held during the year) depreciated in fair value as follows:

	2008
	Net
	Depreciation			Fair Value
	in Fair Value			at End
	During Year			of Year
Pooled separate accounts
Dearborn Bancorp, Inc. common stock	$	(1,190,281	)	$	425,942
Mutual funds		(1,382,223	)		2,891,695
Guaranteed interest account		—			427,717
Participant loans		—			170,505
	$	(2,572,504	)	$	3,915,859

	2007
	Net
	Depreciation			Fair Value
	in Fair Value			at End
	During Year			of Year
Dearborn Bancorp, Inc. common stock	$	(1,534,609	)	$	1,125,550
Mutual funds		144,575			3,349,390
Participant loans		—			29,700
	$	(1,390,034	)	$	4,504,640

8

Fidelity Bank 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

The fair value of individual investments that represented 5% or more of the Plan’s net assets available for benefits were as follows:

	2008		2007
Pooled separate accounts
Oakmark Equity and Income Fund	$	259,296	$	—
American Funds Growth Fund of America		565,495		—
Premier Global		369,302		—
Select Diversified Value Fund		357,756		—
Select Strategic Bond Fund		447,993		—
American Beacon Balanced Fund		221,466		—
Dearborn Bancorp, Inc. common stock		425,942		—
Dearborn Bancorp, Inc. common stock		—		1,125,550
The Growth Fund of America		—		986,827
New Perspective Fund		—		733,686
The Investment Company of America		—		648,647
The Income Fund of America		—		272,054
The American Balanced Fund		—		408,512
The Bond Fund of America		—		243,384

Interest and dividends realized on the Plan’s investments for the years ended 2008 and 2007 were $12,278 and $ 112,816, respectively.

Information on the guaranteed interest account carried at fair value is as follows:

	2008
Average yield		3.42	%
Crediting interest rate at December 31		3.42	%
Fair value	$	427,717

9

Fidelity Bank 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

Note 4: Net Assets by Participant and Nonparticipant-Directed Investments

Information about the net assets and the significant components of the changes in net assets relating to the participant and nonparticipant-directed investments is as follows:

	2008
				Nonparticipant-
	Participant			Directed
	Directed			Employer
	Funds			Match			Total
Additions
Investment income
Net depreciation in fair value of investments	$	(2,059,028	)	$	(513,476	)	$	(2,572,504	)
Interest and dividends		12,277			1			12,278
Net investment loss		(2,046,751	)		(513,475	)		(2,560,226	)
Contributions
Employer		—			239,222			239,222
Participants		760,135			—			760,135
Rollovers		1,302,788			—			1,302,788
		2,062,923			239,222			2,302,145
Total additions		16,172			(274,253	)		(258,081	)
Deductions
Benefits paid to participants		336,123			21,219			357,342
Transfers		(63,578	)		63,578			—
Adminstrative expenses		619			961			1,580
Total deductions		273,164			85,758			358,922
Net Decrease		(256,992	)		(360,011	)		(617,003	)
Net Assets Available for Benefits, Beginning of Year		4,021,815			520,105			4,541,920
Net Assets Available for Benefits, End of Year	$	3,764,823		$	160,094		$	3,924,917

10

Fidelity Bank 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

Note 5: Party-in-Interest Transactions

Party-in-interest transactions include those with fiduciaries or employees of the Plan, any person who provides services to the Plan, an employer whose employees are covered by the Plan, an employee organization whose members are covered by the Plan, a person who owns 50 percent or more of such an employer or employee association, or relatives of such persons.

The Plan paid $1,580 and $0 of administrative fees to MassMutual Financial Group during 2008 and 2007. The Bank provides certain administrative services at no cost to the Plan. The 256,591 and 127,053 shares of Dearborn Bancorp, Inc. common stock held by the Plan as of December 31, 2008 and 2007, respectively, represent approximately 3.33% and 1.54% of the Bank’s outstanding share as of December 31, 2008 and 2007, respectively.

Note 6: Fair Value of Plan Assets and Liabilities

Effective January 1, 2008, the Plan adopted Statement of Financial Accounting Standards No. 157 (FAS 157), Fair Value Measurements. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 has been applied prospectively as of the beginning of the year.

FAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a fair value hierarchy which requires a plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1	Quoted prices in active markets for identical assets or liabilities
Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

11

Fidelity Bank 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

Following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying statements of net assets available for benefits, as well as the general classification of such assets pursuant to the valuation hierarchy.

Investments

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include pooled separate accounts, which are invested in mutual funds and the common stock of Dearborn Bancorp, Inc. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include a guaranteed interest account and participant loans.

The following table presents the fair value measurements of assets recognized in the accompanying statements of net assets available for benefits measured at fair value on a recurring basis and the level within the FAS 157 fair value hierarchy in which the fair value measurements fall at December 31, 2008:

			Fair Value Measurements Using
				Quoted Prices
				in Active		Significant
				Markets for		Other		Significant
				Identical		Observable		Unobservable
	Fair			Assets		Inputs		Inputs
	Value			(Level 1)		(Level 2)		(Level 3)
Pooled separate accounts
Dearborn Bancorp, Inc. common stock	$	425,942		$	—	$	425,942	$	—
Pooled separate mutual funds		2,891,695			—		2,891,695		—
Guaranteed interest account		427,717			—				427,717
Participant loans		170,505			—				170,505
Total investments	$	3,915,859		$	—	$	3,317,637	$	598,222

12

Fidelity Bank 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying statements of net assets available for benefits using significant unobservable (Level 3) inputs.

	Guaranteed
	Interest
	Contract		Participant
	Fund		Loans
Balance, January 1, 2008	$	—	$	29,700
Purchases, issuances and settlements, net		427,717		140,805
Balance, December 31, 2008	$	427,717	$	170,505

Note 7: Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2008 and 2007, to Form 5500:

	2008			2007
Net assets available for benefits per the financial statements	$	3,924,917		$	4,541,920
Adjustment for participant contribution receivable		—			(28,431	)
Adjustment for employer contribution receivable		(9,058	)		(8,849	)
Net assets available for benefits per Form 5500	$	3,915,859		$	4,504,640

	2008			2007
Net decrease in net assets per the financial statements	$	(617,003	)	$	(373,161	)
Change in participant contributions receivable		28,431			(5,930	)
Change in employer contribution receivable		(209	)		(2,121	)
Net decrease per Schedule H of Form 5500	$	(588,781	)	$	(381,212	)

Form 5500 has been prepared on the cash basis of accounting while this financial statement has been prepared on the accrual basis. Essentially the only difference related to the activity occurring is the last pay period of 2007. Form 5500 does not contemplate the effect this pay period has on employee and employer contributions and investments.

13

Fidelity Bank 401(k) Plan
Notes to Financial Statements
December 31, 2008 and 2007

Note 8: Prohibited Transactions

Defined-contribution plans are required to remit employee contributions and participant loan repayments to the Plan as soon as they can be reasonably segregated from the employer’s general assets, but no later than the 15^th business day of the month following the month in which the participant contributions and loan repayments are withheld by the employer. While the Bank remitted all employee contributions and loan repayments to the Plan, contributions from 2006 through 2008 were not remitted within the required time period as follows:

	Participant		Non-Exempt
	Contributions		Prohibited
	Remitted		Transaction
2006	$	340,208	$	568
2007		649,992		813
2008		141,704		202

The above transactions were discovered during 2008 and were corrected via the Voluntary Fiduciary Correction Program during 2009.

14

Supplemental Schedules

Fidelity Bank 401(k) Plan
Schedule H, Line 4a — Schedule of Delinquent Contributions
Year Ended December 31, 2008
Employer Identification Number: 38-3127130           Plan Number: 001

	Participant		Total That
	Contributions and		Constitute
	Loan Payments		Nonexempt
	Transferred Late		Prohibited
	to Plan		Transactions
2006	$	340,208	$	568
2007		649,992		813
2008		141,704		202

15

Fidelity Bank 401(k) Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2008
Employer Identification Number: 38-3127130           Plan Number: 001

	(c)			(e)
(a)(b)	Description of	(d)		Current
Identity of Issuer	Investment	Cost		Value
Common Stock
*Dearborn Bancorp, Inc.	256,591 shares	$	1,361,693	$	425,942
Massachusetts Mutual Life Insurance Company
*Guaranteed investment contract	0 shares		427,717		427,717
Pooled Separate Accounts
*Select Small Cap Growth Equity Fund (W&R Wellington)	239 shares		41,385		27,822
*Select Indexed Equity Fund	2,705 shares		272,414		194,359
*Thornburg International Value Fund	1,477 shares		190,711		130,053
*American Beacon Balanced Fund	2,692 shares		282,358		221,466
*Columbia Small Cap Value II Fund	444 shares		39,217		27,750
*Select Diversified Value Fund	4,412 shares		543,920		357,756
*American Funds Growth Fund of America	7,769 shares		871,372		565,495
*Select Strategic Bond Fund	4,473 shares		485,205		447,993
*Pioneer Cullen Value Fund	830 shares		88,847		67,496
*Premier Global	4,496 shares		571,979		369,302
*T. Rowe Price Retirement Income Fund	107 shares		10,199		8,854
*T. Rowe Price Retirement 2010 Fund	21 shares		1,486		1,541
*SSgA Small Cap Equity Index Fund	1,035 shares		99,863		71,082
*Oakmark Equity and Income Fund	2,645 shares		312,116		259,296
*T. Rowe Price Retirement 2020 Fund	530 shares		46,803		35,837
*AIM Mid Cap Core Equity Fund	713 shares		130,268		98,145
*T. Rowe Price Retirement 2030 Fund	32 shares		2,611		2,034
*T. Rowe Price Retirement 2040 Fund	87 shares		8,521		5,414
			3,999,275		2,891,695
*Participant Loans	5.00% to 8.25%		—		170,505
		$	5,788,685	$	3,915,859

* Party-in-interest

16

SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the Fidelity Bank 401(k) Plan have caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

FIDELITY BANK 401(K) PLAN
By:	/s/ Jeffrey L. Karafa
	Jeffrey L. Karafa

Date: July 2, 2009

Exhibit Index

23.1	Consent of Independent Registered Public Accounting Firm — BKD, LLP
23.2	Consent of Independent Registered Public Accounting Firm — UHY, LLP