EXHIBIT 99.2







                                Banro Corporation
                                Consolidated Financial Statements
                                For the years ended December 31, 2002 and 2001
                                (Expressed in U.S. dollars)











                                Banro Corporation
                                Consolidated Financial Statements
                                For the years ended
                                December 31, 2002 and 2001
                                (Expressed in U.S. dollars)







                                            Contents
================================================================================

Auditors' Report                                                               2

Consolidated Financial Statements

        Balance Sheets                                                         3

        Statements of Operations and Deficit                                   4

        Statements of Cash Flows                                               5

        Summary of Significant Accounting Policies                           6-8

        Notes to Financial Statements                                       9-18









================================================================================
                                                                Auditors' Report
- --------------------------------------------------------------------------------



To the Shareholders of
Banro Corporation

We have  audited  the  consolidated  balance  sheet of Banro  Corporation  as at
December 31, 2002 and the  consolidated  statements of  operations  and retained
earnings and cash flows for the year then ended. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform an audit to obtain  reasonable
assurance whether the financial statements are free of material misstatement. An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2002
and the  results  of its  operations  and cash  flows for the year then ended in
accordance with generally accepted accounting principles.

The financial  statements  for the year ended  December 31, 2001 were audited by
other auditors who expressed an opinion without  reservation on these statements
in their report dated March 8, 2002.

(Signed )BDO Dunwoody LLP

Chartered Accountants

Toronto, Ontario
February 20, 2003 (Except for Note 10, which is as at May 8, 2003)





                                       2





================================================================================
                                                               Banro Corporation
                                                     Consolidated Balance Sheets
                                                     (Expressed in U.S. dollars)

December 31                                                 2002           2001
- --------------------------------------------------------------------------------

Assets
Current
   Cash                                             $  1,228,005   $     14,537
   Accounts receivable and other assets                   40,571          3,734
   Amounts due from related parties (Note 7)             317,108        189,856
                                                    ---------------------------
                                                       1,585,684        208,127
Accounts receivable                                            -        313,099
Note receivable (Note 2)                                 208,000        200,000
Investment (Note 3)                                      930,673        437,638
Property, plant and equipment (Note 4)                   111,619        171,850
                                                    $  2,835,976   $  1,330,714
                                                    ---------------------------

                                                    $  2,835,976   $  1,330,714
================================================================================

Liabilities and Shareholders' Equity

Current
   Accounts payable                                 $     80,902   $    381,730
   Amount due to related party (Note 7)                    4,912              -
                                                    ---------------------------
                                                          85,814        381,730
                                                    ---------------------------

Shareholders' equity
   Share capital (Note 6)                             39,173,793     35,996,713
   Stock options                                          29,816              -
   Deficit                                           (36,453,447)   (35,047,729)
                                                    ---------------------------
                                                       2,750,162        948,984
                                                    ---------------------------
                                                    $  2,835,976   $  1,330,714
================================================================================


On behalf of the Board:



(Signed) Arnold T. Kondrat      Director
- --------------------------


(Signed) Richard J. Lachcik     Director
- ---------------------------

The  accompanying  summary of significant  accounting  policies and notes are an
integral part of these financial statements.

                                       3





================================================================================
                                                               Banro Corporation
                               Consolidated Statements of Operations and Deficit
                                                     (Expressed in U.S. dollars)

For the years ended December 31                             2002           2001
- --------------------------------------------------------------------------------

Expenses
   Professional fees                                $    234,588   $    354,201
   Consulting fees                                       356,458        141,874
   Office and sundry                                     127,515        116,782
   Salaries                                              185,175         67,319
   Travel and promotion                                  262,340         55,491
   Shareholder relations                                  83,115         42,822
   Management fees                                        10,286         12,028
   Interest and bank charges                               2,532          1,811
   Accounting and secretarial fees                           818          1,244
   Amortization                                           49,857         64,741
   Foreign exchange loss                                  55,028          3,935
                                                    ---------------------------

                                                      (1,367,712)      (862,248)

Interest and miscellaneous income earned                  29,461          4,876
                                                    ---------------------------

Loss from operations                                  (1,338,251)      (857,372)

Equity share of loss of BRC Development Corporation      (56,821)       (63,266)

Loss on disposition of assets                            (10,646)             -
                                                    ---------------------------

Loss for the year                                     (1,405,718)      (920,638)

Deficit, beginning of year                           (35,047,729)   (34,127,091)
                                                    ---------------------------

Deficit, end of year                                $(36,453,447)  $(35,047,729)
================================================================================

Loss per share (Note 6(e))                          $      (0.15)  $      (0.15)
================================================================================







The  accompanying  summary of significant  accounting  policies and notes are an
integral part of these financial statements.

                                       4





================================================================================
                                                               Banro Corporation
                                           Consolidated Statements of Cash Flows
                                                     (Expressed in U.S. dollars)

For the years ended December 31                             2002           2001
- --------------------------------------------------------------------------------

Cash was provided by (used in)

Operating Activities
   Loss for the year                                $ (1,405,718)  $   (920,638)
   Adjustments to reconcile loss to net cash
     provided by operating activities
        Equity loss                                       56,821         63,266
        Value of options issued (Note 6(d))               33,705              -
        Loss on disposition of assets                     10,646              -
        Amortization                                      49,857         64,741
        Interest capitalized                              (8,000)             -
        Changes in non-cash working capital balances
           Accounts receivable                           276,262       (142,003)
           Accounts payable                             (300,828)       291,016
                                                    ---------------------------
                                                      (1,287,255)      (643,618)

Investing activities
   Acquisition of property, plant and equipment          (22,232)       (10,348)
   Disposition of property, plant and equipment           21,960              -
   Investment in BRC Development                        (549,856)             -
                                                    ---------------------------
                                                        (550,128)       (10,348)

Financing activities
   Due to/from related parties                          (122,340)      (242,186)
   Common shares and warrants issued for cash          3,173,191        718,701
                                                    ---------------------------

                                                       3,050,851        476,515
                                                    ---------------------------

Net increase (decrease) in cash during the year        1,213,468       (177,451)

Cash, beginning of year                                   14,537        191,988
                                                    ---------------------------

Cash, end of year                                   $  1,228,005   $     14,537
================================================================================






The  accompanying  summary of significant  accounting  policies and notes are an
integral part of these financial statements.

                                        5





================================================================================
                                                               Banro Corporation
                                      Summary of Significant Accounting Policies
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

Nature of Business  Banro Corporation's (the "Company") business focus is in the
                    exploration  and  development  of mineral  properties in the
                    Democratic Republic of the Congo (the "Congo").

Principles of       The consolidated  financial  statements include the accounts
  Consolidation     of the Company,  its  wholly-owned  subsidiary in the United
                    States,  Banro  American  Resources  Inc., and its 93% owned
                    subsidiary,  Societe Aurifere du Kivu et du Maniema S.A.R.L.
                    (Sakima),  in the Congo. The Congolese  government holds the
                    remaining 7% ownership interest of Sakima.

Investments         Investments in companies  subject to  significant  influence
                    are accounted for using the equity  method.  Other long term
                    investments are accounted for using the cost method.

Property, plant     Property   plant  and   equipment   is   recorded  at  cost.
  and equipment     Amortization is recorded as follows:

                    Office furniture and fixtures    20% declining balance basis
                    Office equipment                 Straight line over four
                                                     years
                    Leasehold improvements           Straight line over five
                                                     years
                    Aircraft                         25% declining balance basis

Foreign Currency    These  consolidated  financial  statements  are expressed in
  Translation       United States dollars. For integrated  operations,  monetary
                    assets and  liabilities  are translated at the spot rates of
                    exchange  in  effect  at the end of the  year;  non-monetary
                    items are translated at historical  exchange rates in effect
                    on the  dates  of the  transactions.  Revenues  and  expense
                    items, except amortization,  are translated at average rates
                    of exchange  in effect  during the year.  Realized  exchange
                    gains and losses and currency  translation  adjustments  are
                    included in the  consolidated  statements of operations  and
                    deficit.

                    For  the   self-sustaining   operation,   all   assets   and
                    liabilities  are  translated  at spot rates of exchange  and
                    revenue  and  expense  items are  translated  at  historical
                    exchange  rates in effect on the dates of the  transactions.
                    Currency translation adjustments are disclosed as a separate
                    component of shareholders'  equity.  There was no cumulative
                    translation  adjustment at year end. Realized exchange gains
                    and losses are included in the  consolidated  statements  of
                    operations.


                                       6





================================================================================
                                                               Banro Corporation
                                      Summary of Significant Accounting Policies
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

Deferred            Exploration costs relating to mineral  properties and rights
  Exploration       are  deferred  and  carried as an asset until the results of
  Expenditures      the  projects  are known.  As the Company  currently  has no
                    operational   income,  any  incidental  revenues  earned  in
                    connection  with these  properties  or  related  exploration
                    activities   are  applied  as  a  reduction  to  capitalized
                    exploration  costs.  If  a  property  is  determined  to  be
                    non-commercial, non-productive  or its  value  is  impaired,
                    those costs in excess of estimated recoveries are charged to
                    operations.

Stock Options       The Company has one stock  option plan which is described in
                    Note 6(d).  The Company has elected to follow the  intrinsic
                    method of accounting for stock options granted to directors,
                    officers and employees  whereby no  compensation  expense is
                    recorded in the financial statements. Any consideration paid
                    by  directors,  officers and  employees on exercise of stock
                    options or purchases of shares is credited to share capital.
                    However,  additional disclosure of the effects of accounting
                    for  stock-based  compensation  to  directors,  officers and
                    employees  as  compensation  expense,  using the fair  value
                    method, is disclosed as pro-forma information.  Compensation
                    expense  on  stock  options  granted  to   non-employees  is
                    recorded  as an expense in the period the options are vested
                    using the fair value method.

Financial           Unless otherwise noted, it is management's  opinion that the
  Instruments       company is not exposed to significant interest,  currency or
                    credit risks arising from these financial  instruments.  The
                    fair values of these financial instruments approximate their
                    carrying values,  unless  otherwise noted.


                                       7





================================================================================
                                                               Banro Corporation
                                      Summary of Significant Accounting Policies
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

Income Taxes        The asset and liability  method is used to determine  income
                    taxes.  Pursuant  to this  method,  future  tax  assets  and
                    liabilities  are  recognized  for  future  tax  consequences
                    attributable  to  differences  between  financial  statement
                    carrying  values  and tax bases of assets  and  liabilities.
                    Future tax assets and liabilities are measured using enacted
                    tax rates expected to be recovered or settled. The effect on
                    future tax assets and liabilities of a change in tax rate is
                    recognized  in  income  in  the  period  that  includes  the
                    enactment  date.  Net future income tax losses are offset by
                    valuation  allowances  to the extent  that they are not more
                    likely not to be realized.

Use of Estimates    The  preparation  of  consolidated  financial  statements in
                    conformity  with  Canadian  generally  accepted   accounting
                    principles   requires   management  to  make  estimates  and
                    assumptions  that affect the reported  amounts of assets and
                    liabilities  and   disclosures  of  contingent   assets  and
                    liabilities  at  the  date  of  the  consolidated  financial
                    statements and the reported  amounts of revenue and expenses
                    during the  reporting  period.  Actual  results could differ
                    from those estimates.






                                       8





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

1.   Interest in Sakima
- --   ------------------

     On July 31, 1998 the Company  discovered  that the government of the Congo,
     without prior warning or consultation,  had issued Presidential decrees to,
     among other  things,  (a) dissolve  Sakima and (b)  terminate the Company's
     mining convention relating to the Company's mineral properties. The Company
     disputes  the  validity  of  the  Congolese   government   actions  and  is
     vigourously pursuing resolution of the disputes through legal procedures.

     On April 19, 2002 the government of the Congo formally  signed a settlement
     agreement  with the Company.  The agreement  calls for, among other things,
     the Company to hold 100% interest in the Twangiza,  Kamituga,  Lugushwa and
     Namoya  gold  deposits  under  a  revived  30year  mining  convention.  The
     government of the Congo  retains 100% of the tin assets.  Subsequent to the
     signing of the  settlement  agreement  the  Company  filed with the Federal
     Court in  Washington,  DC, a notice of dismissal  with respect to its legal
     action against the Congolese government.

     The Company  operates  primarily  in one  operating  segment and its assets
     located in the Congo,  including  its  interests  in gold and other  mining
     properties,  may be subject to sovereign  risks,  including  political  and
     economic instability,  government regulations relating to mining,  military
     repression, civil disorder, currency fluctuations and inflation, all or any
     of which may impede the Company's  activities in this country or may result
     in the  impairment or loss of part or all of the Company's  interest in the
     properties.

     The major  components  relating  to  Sakima  included  in the  consolidated
     balance sheet are as follows:

                                                             2002           2001
                                                        ------------------------

      Current assets                                    $  34,031    $  315,838
      Current liabilities                                       -       (30,970)
                                                        ------------------------
      Net assets                                        $  34,031    $  284,868
                                                        ========================

     As at December 31, 2002, the minority interest's share of loss exceeded its
     share  of  net  assets  by  approximately  $319,000  (December  31,  2001 -
     $316,000).
- --------------------------------------------------------------------------------

2.   Note Receivable
- --   ---------------

     The note,  receivable  from a shareholder  of the Company,  is secured by a
     pledge of marketable securities with a market value at December 31, 2002 of
     $85,492 and bears  interest at 4% per annum.  The  principal  and  interest
     accrued thereon is due on November 30, 2004.



                                       9






================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

3.   Investment
- --   ----------

     The Company  owns  3,500,000  common  shares,  representing  43.75%  equity
     interest,  in BRC Development  Corporation (BRC) with a quoted market value
     of approximately $333,000 (2001 -2,000,000 common shares representing a 31%
     equity  interest with a quoted  market value of $314,000).  On November 29,
     2002 the Company  acquired,  by way of private  placement  1,500,000 common
     shares of BRC at a price of Cdn. $0.20 per share.

     BRC is a corporation formed under the laws of the Province of Ontario whose
     principal business is the acquisition and exploration of mineral properties
     in Canada.

     The Company's investment in BRC is summarized as follows: 2002 2001

                                                             2002           2001
                                                        ------------------------

      Equity investment, beginning of year              $ 367,024    $  430,290
      Acquisition of 1,500,000 common shares              192,765             -
      Equity share of loss                                (56,821)      (63,266)
                                                        ------------------------

      Equity investment, end of year                      502,968       367,024
      Amount due from BRC (see Note 10)                   427,705        70,614
                                                        ------------------------
                                                        $ 930,673    $  437,638
                                                        ========================

     The amount due from BRC is  unsecured,  non-interest  bearing and is due on
     demand.

     BRC's  summarized  audited balance sheet and income  statement for the year
     ended December 31, 2002 and 2001,  converted to US$ at the year end rate of
     exchange, is as follows: 2002 2001

                                                             2002           2001
                                                       -------------------------
       Assets
         Current assets                                $  596,069    $   91,386
         Investment                                       791,905       784,285
         Mineral properties                               240,455       260,750
         Property, plant and equipment                     76,109       103,643
                                                       -------------------------
                                                        1,704,538     1,240,064
                                                       -------------------------
       Liabilities                                        577,582       138,065
                                                       -------------------------
       Net equity                                      $1,126,956    $1,101,999
                                                       =========================

       Income Statement
         Revenue                                       $       10    $       91
         Expenses                                        (150,667)     (199,974)
         Write-off of mineral claims                      (25,263)            -
                                                       -------------------------

       Net loss                                        $ (175,920)   $ (199,883)
                                                       =========================


                                       10





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

4.   Property, Plant and Equipment
- --   -----------------------------

                                                        Accumulated     Net Book
     2002                                        Cost   Amortization       Value
     Office furniture and fixtures         $   18,254   $    10,775   $   7,479
     Office equipment                         103,019        57,039      45,980
     Leasehold improvements                   105,746        47,586      58,160
                                           -------------------------------------
                                           $  227,019   $   115,400   $ 111,619
                                           =====================================

                                                        Accumulated     Net Book
     2001                                        Cost   Amortization       Value
     Office furniture and fixtures         $   33,721   $    25,913   $   7,808
     Office equipment                         119,969        72,334      47,635
     Leasehold improvements                   105,746        26,437      79,309
     Aircraft                                 120,000        82,902      37,098
                                           -------------------------------------
                                           $  379,436   $   207,586   $ 171,850
                                           =====================================

- --------------------------------------------------------------------------------

5.   Deferred Exploration Expenditures and Mineral Rights
- --   ----------------------------------------------------

                                                                      Cumulative
                                                                            from
                                                                    Inception in
                                                                      April 1994
      Deferred Exploration
      Exploration cost                                             $ 16,158,080
      Amortization                                                       30,581
                                                                   -------------

      Net expenditure                                                16,188,931
      Effect of exchange rate changes                                     2,511
                                                                   -------------

      Write-off                                                      16,191,442
                                                                    (16,191,442)
                                                                   -------------

      Balance, end of year                                         $          -
                                                                   =============

      Mineral Rights
      Mineral rights                                               $  9,681,194
      Write-off                                                      (9,681,194)
                                                                   -------------

      Balance, end of year                                         $          -
                                                                   =============

Because of the events  referred  to in Note 1, the mineral  rights and  deferred
exploration  expenditures were written off in 2000. For the years ended December
31,  2002 and 2001,  the Company has not  capitalized  any costs  related to the
Congo mineral properties.


                                       11





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

6.   Share Capital
- --   -------------

     (a)  Authorized Share Capital

          Unlimited number of common shares
          Unlimited number of preference shares, issuable in series

     (b)  Issued Share Capital - Common Shares


                                             2002                             2001
                                   -------------------------      -------------------------
                                     Number of                       Number of
                                        Shares       Amount             Shares       Amount

                                                                   
     Balance,
        beginning of year            7,472,844 $ 35,996,713         15,671,181 $ 35,278,012
     Share consolidation                     -            -        (10,448,337)           -
     Exercise of stock options          38,750       22,710                  -            -
     Exercise of warrants              425,000      125,502            (33,721)           -
     Issued during the year          1,950,000    3,028,868          2,250,000      718,701
                                   -------------------------      -------------------------
     Balance, end of year            9,886,594 $ 39,173,793          7,439,123 $ 35,996,713
                                   =========================      =========================



     (i)  In January 2001 the Company consolidated its shares on a one for three
          basis.

     (ii) In March 2001 the Company  completed a private  placement of 1,200,000
          common shares at a price of Cdn.  $0.50 per share for cash proceeds of
          Cdn.  $600,000  (US  $390,092)  of which  600,000  common  shares were
          purchased by a director of the Company.

     (iii)On October 15, 2001,  the Company  completed an  arm's-length  private
          placement of 300,000 units of the Company at a price of Cdn. $0.35 per
          unit for cash  proceeds  of Cdn.  $105,000  (US  $66,964).  Each  unit
          consists of one common  share of the Company and one  non-transferable
          warrant.  Each  warrant  entitles  the holder  thereof to purchase one
          common share of the Company at a price of Cdn. $0.40 until October 15,
          2003.




                                       12





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

6.   Share Capital - (Continued)
- --   ---------------------------

     (iv) On November  20,  2001,  the Company  completed a  non-brokered  arm's
          length private  placement of 350,000 common shares of the Company at a
          price of Cdn.  $0.50 per share for cash proceeds of Cdn.  $175,000 (US
          $109,718).

     (v)  On December 13, 2001,  the Company  completed an arm's length  private
          placement of 400,000 units of the Company at a price of Cdn. $0.60 per
          unit for cash  proceeds  of Cdn.  $240,000  (US  $151,927).  Each unit
          consists of one common  share of the Company and one  non-transferable
          warrant. Each such warrant entitles the holder thereof to purchase one
          common  share of the Company at a price of Cdn.  $0.70 until  December
          13,  2003.  All  400,000  units were  purchased  by a director  of the
          Company.

     (vi) On January 24, 2002,  the Company  issued by way of private  placement
          350,000  units of the  Company  at a price of Cdn.  $0.70 per unit for
          cash proceeds of Cdn.  $245,000 (US  $152,886).  Each unit consists of
          one common share of the Company and one non-transferable warrant. Each
          such warrant  entitles the holder thereof to purchase one common share
          of the Company at a price of Cdn. $0.80 for a period of two years.

     (vii)On March 25, 2002, the Company  completed a non-brokered  arm's length
          private  placement of 500,000  common shares of the Company at a price
          of Cdn.  $1.30  per  share  for cash  proceeds  of Cdn.  $650,000  (US
          $408,703).

     (viii) On April 22, 2002, the Company completed a non-brokered arm's length
          private  placement of 100,000  units of the Company at a price of Cdn.
          $1.50 per unit for cash proceeds of Cdn.  $150,000 (US $94,067).  Each
          unit   consists   of  one  common   share  of  the   Company  and  one
          non-transferable  warrant.  Each  such  warrant  entitles  the  holder
          thereof to purchase one common share of the Company at a price of Cdn.
          $1.80 for a period of two years.

     (ix) On May 21, 2002,  the Company  completed a  non-brokered  arm's length
          private placement of 1,000,000 common shares of the Company at a price
          of Cdn.  $3.65 per  share for cash  proceeds  of Cdn.  $3,650,000  (US
          $2,373,212).



                                       13





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

6.   Share Capital - (Continued)
- --   ---------------------------

     (c)  Warrants

          The following is a summary of the continuity of warrants for the years
          ended December 31, 2002 and 2001.

                                                                       Number of
                                                                        warrants

           Balance, January 1, 2001                                     125,000
           Issued during 2001                                           700,000
                                                                     -----------

           Balance, December 31, 2001                                   825,000
           Exercised during 2002                                       (425,000)
           Issued during 2002 (Note 6(b)(vi)(viii))                     450,000
                                                                     -----------

           Balance, December 31, 2002                                   850,000
                                                                     ===========

          The following table summarizes  information about warrants outstanding
          at December 31, 2002:

                                         Warrants Outstanding and Exercisable
                                      ------------------------------------------
                                                        Exercise
                                           Number          Price          Expiry
          Date of Grant               Outstanding         Cdn. $            Date

          12/13/01                        400,000       $   0.70        12/13/03
          01/24/02                        350,000           0.80        01/24/04
          04/22/02                        100,000           1.80        04/22/04
                                      --------------------------
                                          850,000       $   0.87
                                      ==========================

     (d)  Stock Options

          In January 2001,  the Company's  1995 and 1996 Stock Option Plans were
          terminated and a new 2001 Stock Option Plan was established. Under the
          2001 Stock Option Plan, options vest 25% immediately at grant date and
          25% on each of the three  consecutive six-month periods  subsequent to
          the  issuance.  As at December 31, 2002 the Company had 744,250  stock
          options  outstanding  to acquire  common shares at a  weighted-average
          price of Cdn.  $0.82 per  share,  expiring  at various  dates  between
          January 2004 and January 2007.


                                       14





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

6.   Share Capital - (Continued)
- --   ---------------------------

     (d)  Stock Options - (Continued)

          The  following  table  summarizes   information  about  stock  options
          outstanding and exercisable at December 31, 2001:


                                    Options Outstanding and Exercisable
                             ---------------------------------------------------

                         Number    Options     Options      Number     Options
                      Outstand-    Granted   Exercised   Outstand-    Exercis-    Exercise
          Date of        ing at     During  Expired or      ing at     able at       Price      Expiry
            Grant        1/1/02   the Year   Forfeited    12/32/02    12/31/02      Cdn. $        Date
                                                                         
          01/31/01      465,000          -      68,750     396,250     396,250    $   0.60    01/31/04
          01/31/01       40,000          -      10,000      30,000      30,000        1.00    01/31/04
          10/12/01       40,000          -           -      40,000      30,000        0.60    10/12/04
          01/08/02            -    233,000      10,000     223,000     106,500        0.80    01/08/07
          04/03/02            -     25,000           -      25,000      12,500        1.70    04/03/04
          04/26/02            -     30,000           -      30,000      15,000        3.30    04/26/04
                      --------------------------------------------------------
                        545,000    288,000      88,750     744,250     590,250
                      ========================================================


          The weighted  average  grant-date  fair value of 178,000 stock options
          granted to employees,  directors and officers during 2002 was $58,822.
          No compensation  cost was recognized in the income statement for these
          stock options. Had the fair value of these options been expensed,  the
          loss for the year would be $1,464,540  and the loss per share would be
          $0.16.

          During 2002 the  Company  issued a total of 110,000  stock  options to
          consultants  and  other  service  providers,   of  which  10,000  were
          exercised  on January  26,  2002 and  45,000  were  exercisable  as at
          December 31, 2002. The weighted average grant-date fair value of these
          vested stock  options was $33,705.  This amount was  recognized in the
          income  statement  as an  expense  and  was  credited  accordingly  to
          contributed surplus in the balance sheet.

          The Black-Scholes  option-pricing model was used to estimate values of
          all stock  options  granted  during  the year  based on the  following
          weighted average information:

          (i)  risk-free interest rate: 2.54%
          (ii) expected volatility: 124%
          (iii) expected life: 4.38 years
          (iv) expected dividends: $Nil

     (e)  Loss per Share

          Loss per share was  calculated  on the basis of the  weighted  average
          number of common shares  outstanding  for the year ended  December 31,
          2002, amounting to 9,183,681 (2001 - 6,327,091) common shares.

          Fully  diluted  earnings  per share has not been  presented  since the
          exercise of the options and warrants would be anti-dilutive.


                                       15





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

7.   Related Party Transactions
- --   --------------------------

     Amounts due from Related Parties

     The amounts  primarily  represent  advances of $215,725 (2001 -$26,983) due
     from a company whose director and  shareholder is a director of the Company
     and from BRC and it's  investee  company and  advances  of  $101,393  (2001
     -$139,281)  to  employees  of the  Company.  All amounts  due from  related
     parties are unsecured, non-interest bearing and repayable upon demand.

     Amounts due to Related Parties

     At December  31, 2002 an amount of $4,912 was due to a director and officer
     of the Company. This amount is unsecured,  non-interest bearing and payable
     upon demand.

     Management, Directors, General and Accounting Fees

     Management  fees of $10,286 (2001 - $12,000) were paid to an officer of the
     Company.

     The  Company's  share of  general  expenses  amounting  to  $53,986  ( 2001
     -$54,912)  were paid or payable to a corporation  that is wholly owned by a
     director of the Company.

     Accounting  fees of $814  (2001 - $1,244)  were paid to an  officer  of the
     Company.

     Legal fees of  $98,442  (2001  -$56,679)  were paid to a law firm whose two
     partners are also directors of the Company.

     These  transactions are in the normal course of operations and are measured
     at the exchange value.



                                       16





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

8.   Income Taxes
- --   ------------

     The Company's  income tax provision  (recovery) for the year ended December
     31, 2002 has been calculated as follows:

                                                           2002         2001
                                                    ----------------------------
     Net loss for the year                          $ (1,405,718)    $ (920,638)
                                                    ----------------------------
     Combined federal and provincial tax rates             38.62%         41.74%

     Income tax recovery at Canadian federal
       and provincial statutory rates                   (542,888)      (384,292)
     Effect of income tax rates of other
        jurisdictions compared to Canadian rates               -         (3,741)
     Losses of subsidiaries not taken for tax             10,295              -
     Non-deductible amounts expensed                      43,487         75,165
     Losses expired                                      123,438              -
     Change in tax rate                                  307,381              -
     Change in valuation allowance                        58,287        312,868
                                                    ----------------------------
     Net future income tax asset recorded           $          -     $        -
                                                    ============================

     The Company's future income tax assets and liabilities at December 31, 2002
     are summarized as follows:

     Property plant and equipment                   $     20,169     $   14,461
     Non-capital losses carried forward                2,314,795      2,262,216
                                                    ----------------------------

     Net future tax asset before valuation allowance   2,334,964      2,276,677
     Valuation allowance                              (2,334,964)    (2,276,677)
                                                    ----------------------------
     Net future tax asset                           $          -     $        -
                                                    ============================

     As at December 31, 2002,  the Company has available tax losses for Canadian
     income tax purposes that may be carried  forward to reduce  taxable  income
     derived in future years. A summary of these losses is provided below. These
     losses will expire as follows:

               2003                     $ 1,039,268
               2004                         456,133
               2005                       1,071,946
               2006                         536,939
               2007                       1,307,224
               2008                         696,048
               2009                       1,213,566
                                        -----------
                                        $ 6,321,124
                                        ===========

                                       17





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)

December 31, 2002
- --------------------------------------------------------------------------------

8.   Income Taxes - (Continued)
- --   --------------------------

     A valuation allowance has been recorded to offset the potential benefits of
     these carry-forward non-capital losses and deductible temporary differences
     in these consolidated  financial  statements as the realization  thereof is
     not  considered  more likely than not. In addition  the Company had capital
     losses of  $23,387,988  (2001  -$23,274,168)  which could be used to offset
     capital gains in future tax periods.

- --------------------------------------------------------------------------------

9.   Lease Commitments
- --   -----------------

     The Company's  future minimum lease  commitments  for office premises as at
     December 31, 2002 for the following three years are as follows:

                2003            $ 108,328
                2004              108,328
                2005               72,219

     This cost is shared equally with two related companies.

- --------------------------------------------------------------------------------

10.  Subsequent Events
- ---  -----------------

     On May 8, 2003 BRC  Development  Corporation  repaid  the amount due to the
     Company in full.

- --------------------------------------------------------------------------------

11.  Comparative Figures
- ---  -------------------

     Certain of the prior year's  amounts have been  reclassified  to conform to
     the current year's presentation.


                                       18