EXHIBIT 99.31


                                    FORM 27

                            Securities Act (Ontario)

              MATERIAL CHANGE REPORT UNDER SECTION 75(2) OF THE ACT

1.   Reporting Issuer:

     Banro Corporation
     1 First Canadian Place
     Suite 7070, 100 King Street West
     Toronto, Ontario
     M5X 1E3


2.   Date of Material Change:

     March 1, 2004

3.   Publication of Material Change:

     Press release was issued on March 1, 2004 from Toronto, Ontario.

4.   Summary of Material Change:

     See item 5 below.

5.   Full Description of Material Change:

     Banro  Corporation  (the "Company") has engaged  Kingsdale  Capital Markets
     Inc. and Kingsdale Capital Partners Inc. (collectively, the "Agent") to act
     as the Company's  agent to sell on a reasonable  best efforts basis, by way
     of private  placement,  a minimum of 1,250,000 common shares of the Company
     and a maximum of 2,000,000 common shares of the Company at a price of $8.00
     per share (the "Offering").  Accordingly, the Offering will result in gross
     proceeds  to the  Company  of a minimum of  $10,000,000  up to a maximum of
     $16,000,000. The Offering is expected to close on or before March 31, 2004.

     The  Company  has  agreed  to pay the  Agent a fee equal to 6% of the gross
     proceeds  of the  Offering,  which fee may be paid either in cash or common
     shares of the Company,  such mode of payment to be  determined  at the sole
     discretion  of the Agent.  As well,  the Company has agreed to issue to the
     Agent that number of warrants (the "Agent's Warrants") which is equal to 6%
     of the number of common shares of the Company sold under the Offering. Each
     Agent's Warrant will entitle the holder to purchase one common share of the
     Company  at a price of $8.00 for a period of one year from the  closing  of
     the Offering.





                                      -2 -



     The net  proceeds  of the  Offering  will be  used by the  Company  for the
     exploration of the Company's  Twangiza-Namoya  gold trend in the Democratic
     Republic of the Congo and for general  corporate  purposes.  Closing of the
     Offering is subject to the approval of the TSX Venture Exchange.

6.   Senior Officer:

     Arnold T. Kondrat, President
     Telephone: (416) 366-2221


     I, Arnold T. Kondrat,  President of the Company, certify that the foregoing
     accurately discloses the material change referred to herein.

     Dated at Toronto, Ontario the 11th day of March, 2004.



                                        (signed)
                                        ----------------------------------------
                                        Arnold T. Kondrat
                                        President