EXHIBIT 99.4









                      Banro Corporation
                      Interim Consolidated Financial Statements
                      September 30, 2004
                      (Expressed in U.S. dollars)

























                                NOTICE TO READER

     These interim consolidated  financial statements of Banro Corporation as at
     and for the three and nine month periods ended September 30, 2004 have been
     prepared  by  management  of  Banro  Corporation.  The  auditors  of  Banro
     Corporation  have  not  audited  or  reviewed  these  interim  consolidated
     financial statements.













                                       Banro Corporation
                                       Interim Consolidated Financial Statements
                                       September 30, 2004
                                       (Expressed in U.S. dollars)








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



Consolidated Financial Statements

     Balance Sheets                                                            2

     Statements of Operations and Deficit                                      3

     Statements of Cash Flows                                                  4

     Summary of Significant Accounting Policies                              5-6

     Notes to Financial Statements                                          7-14







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

As at:                                             September 30,        December
                                                            2004            2003
                                                     (unaudited)
- --------------------------------------------------------------------------------

Assets

Current
     Cash                                          $  10,216,302     $   938,930
     Accounts receivable and prepaid expenses            318,575          12,495
     Amounts due from related parties                     28,148          50,596
                                                   -----------------------------

                                                      10,563,025       1,002,021
Note receivable (Note 2)                                 216,320         216,320
Investments (Note 3)                                     958,917       1,014,939
Property, plant and equipment (Note 4)                   142,456         447,511
Deferred exploration expenditures (Note 5)               322,690       1,494,956
                                                   -----------------------------

                                                   $  13,680,729     $ 2,698,426
================================================================================

Liabilities and Shareholders' Equity

Current
     Accounts payable                              $       8,776     $    40,953
                                                   -----------------------------

                                                           8,776          40,953
                                                   -----------------------------
Shareholders' equity
     Share capital (Note 6)                           51,344,037      39,469,888
     Contributed surplus (Note 6)                        502,014       1,960,254
     Deficit                                        (39,632,338)    (37,314,429)
                                                   -----------------------------

                                                      13,671,953       2,657,473
                                                   -----------------------------

                                                   $  13,680,729     $ 2,698,426
================================================================================



                                       2





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


                                                      Three months ended             Nine months ended
                                                         September 30,                 September 30,
                                                          2004           2003            2004           2003
- -------------------------------------------------------------------------------------------------------------

                                                                                        
Expenses
     Professional fees                                 $  20,185      $  67,099      $ 142,120      $ 135,355
     Consulting fees                                      26,219         19,281         34,338        196,942
     Office and sundry                                   149,932         27,157        316,582         92,418
     Salary                                              165,689         67,838        344,441        195,852
     Stock option compensation expense                   501,498              -      1,298,371              -
     Travel and promotion                                 54,983         73,679        332,259        153,157
     Shareholder relations                                19,875         20,549         45,632         34,903
     Management fees                                           -          3,050              -         30,716
     Interest and bank charges                             1,628            741          4,106          2,684
     Amortization                                         13,755         11,122         36,501         32,926
     Foreign exchange loss                             (422,761)          3,081      (177,475)      (271,762)
                                                 ------------------------------------------------------------
                                                       (531,003)      (293,597)    (2,376,875)      (603,191)
Interest income                                           38,402          4,658         97,953         17,585
                                                 ------------------------------------------------------------

Loss from operations                                   (492,601)      (288,939)    (2,278,922)      (585,606)

Equity share of loss of BRC Diamond Corp                (28,398)       (17,182)       (62,804)       (87,105)
Miscellaneous income earned                               23,816         62,401         23,816        361,457
                                                 ------------------------------------------------------------

Net earnings (loss) for the period                     (497,183)      (243,720)    (2,317,910)      (311,254)

Deficit, beginning of the period                    (39,135,155)   (36,520,981)   (37,314,428)   (36,453,447)
                                                 ------------------------------------------------------------

Deficit, end of the period                       $  (39,632,338)  $(36,764,701)  $(39,632,338)  $(36,764,701)
=============================================================================================================

Earnings (loss) per share                             $   (0.04)     $   (0.02)     $   (0.19)     $   (0.03)
=============================================================================================================



                                       3





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


                                                       Three months ended            Nine months ended
                                                           September 30,                September 30,
                                                        2004         2003              2004       2003
- ------------------------------------------------------------------------------------------------------------

                                                                                      
Cash provided by (used in)

Operating activities
     Net earnings (loss) for the period               $(497,183)   $(243,720)  $  (2,317,910)     $(311,254)
     Adjustments to reconcile loss to net cash
        Provided by operating activities
           Equity loss                                    28,398       17,182          62,804         87,105
           Value of options issued                       501,498      (3,038)       1,298,371         15,539
           Amortization                                   13,755       11,122          36,501         32,926
     Changes in non-cash working capital
           Accounts receivable and prepaid exp.          (5,905)    (152,699)       (306,080)      (152,128)
           Accounts payable                             (13,815)      (1,432)        (32,177)       (66,183)
                                                   ---------------------------------------------------------

                                                          26,748    (372,585)     (1,258,491)      (393,995)
                                                   ---------------------------------------------------------
Investing activities
     Capital Assets                                    (336,788)      (2,023)       (357,727)        (5,885)
     Deferred exploration expenditures                 (424,405)            -       (996,225)              -
     Advances to BRC/NBI                                   2,683    (152,290)         (6,782)        255,005
                                                   ---------------------------------------------------------

                                                       (758,510)    (154,313)     (1,360,734)        219,118
                                                   ---------------------------------------------------------
Financing activities
     Due to/from related parties                        (28,148)      156,017          22,448      (206,952)
     Common shares and warrants issued                    23,494            -      11,874,149              -
                                                   ---------------------------------------------------------

                                                         (4,654)      156,017      11,896,597      (206,952)
                                                   ---------------------------------------------------------
Net increase (decrease) in cash during the
   period                                              (736,416)    (370,881)       9,277,372      (381,829)

Cash, beginning of the period                         10,952,718    1,217,057         938,930      1,228,005
                                                   ---------------------------------------------------------

Cash, end of the period                              $10,216,302    $ 846,176     $10,216,302     $  846,176
============================================================================================================



                                       4





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

                                                                     (Unaudited)
September 30, 2004
- --------------------------------------------------------------------------------

Nature of Business  Banro  Corporation's  (the "Company")  business focus is the
                    exploration of mineral properties in the Democratic Republic
                    of the Congo (the "Congo").  The Company was continued under
                    the Canada Business  Corporations  Act on April 2, 2004. The
                    Company was  previously  governed  by the  Ontario  Business
                    Corporations Act.

Principles of       These consolidated financial statements include the accounts
 Consolidation      of the Company,  its  wholly-owned  subsidiary in the United
                    States,  Banro American Resources Inc., and its wholly-owned
                    subsidiaries in the Congo, Banro Congo Mining SARL, Kamituga
                    Mining SARL,  Lugushwa  Mining SARL,  Namoya Mining SARL and
                    Twangiza Mining SARL.

                    Up  to  September  30,  2003,  the  consolidated   financial
                    statements  also  included the accounts of the Company's 93%
                    owned  subsidiary in the Congo,  Societe Aurifere du Kivu et
                    du Maniema  S.A.R.L.  ("Sakima").  The Congolese  government
                    held the remaining 7% ownership interest of Sakima (Note 1).

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
                    Vehicles                    - Straight line over four years
                    Leasehold improvements      - Straight line over five years

Foreign Currency    These consolidated financial statements are expressed in the
Translation         functional  currency of the Company,  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 period;  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 period. Realized exchange gains and losses
                    and  currency  translation  adjustments  are included in the
                    consolidated statements of operations and deficit.



                                       5





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

                                                                     (Unaudited)
September 30, 2004
- --------------------------------------------------------------------------------

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 a stock option  plan,  which is described in
                    Note 6(d). During 2003 the Company adopted, on a prospective
                    basis, the fair value method of accounting for stock options
                    granted to  directors,  officers and  employees  whereby the
                    weighted  average fair value of options  granted is recorded
                    as a  compensation  expense  in  the  financial  statements.
                    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.   Any
                    consideration  paid by  directors,  officers,  employees and
                    consultants  on exercise of stock  options or  purchases  of
                    shares is credited to share capital.

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 its  financial  instruments.  The
                    fair values of its financial  instruments  approximate their
                    carrying values, unless otherwise noted.

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    These consolidated  financial  statements have been prepared
                    in accordance with Canadian  generally  accepted  accounting
                    principles  which require  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.


                                       6





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)
                                                                     (Unaudited)
September 30, 2004
- --------------------------------------------------------------------------------

1.   Interest in Congolese Subsidiaries
- --   ----------------------------------

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

     On April 18, 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% interests in the Twangiza,  Kamituga, Lugushwa and
     Namoya  gold  deposits  under a  revived  30-year  mining  convention.  The
     government  of the Congo will retain 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.

     On May 30, 2003, the government of the Congo issued Presidential decrees to
     rescind  the July  31,  1998  decrees  and to amend  the  Company's  mining
     convention in accordance with the settlement  agreement signed on April 18,
     2002.

     On September 30, 2003,  the Company  wound up the  operations of Sakima and
     will  transfer  all its  shares  in Sakima  to the  government  of Congo in
     accordance  with the April 18, 2002  settlement  agreement  after  Sakima's
     title in the gold deposits is transferred to the Company's new wholly-owned
     Congolese subsidiaries.

     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.

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

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 September 30, 2004
     of $67,433 and bears  interest at 4% per annum.  The principal and interest
     accrued thereon is due on November 30, 2004.


                                       7





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)
                                                                     (Unaudited)
September 30, 2004
- --------------------------------------------------------------------------------

3.   Investments
- --   -----------

     (a)  Investment in Nevada Bob's International Inc.

          Effective  December  31, 2003,  the Company  entered into an agreement
          with Nevada Bob's  International  Inc.  (NBI),  a  franchisor  of golf
          equipment and apparel,  in order to purchase  941,255 common shares of
          NBI at a price of $0.40 per share,  or $376,502 in the  aggregate,  in
          order to  settle  an  outstanding  debt of NBI to the  Company  of the
          equivalent amount. The transaction closed in February 2004. The quoted
          market value of the shares on  September  30, 2004 was $0.30 per share
          or $282,377 in aggregate.

          The investment  represents  6.05% of outstanding  common shares of NBI
          and is accounted  for under the cost method,  as  management  does not
          have the  ability to exercise  significant  influence  over NBI.  This
          investment  will  continue  to be  carried at cost and will be written
          down only  when  there  has been a loss in value  which is other  than
          temporary.

     (b)  Investment in BRC Diamond Corporation

          On March 10, 2004, the Company completed a debt settlement transaction
          with BRC Diamond  Corporation  (formerly BRC Development  Corporation)
          (BRC).  Pursuant to this  transaction,  the Company  purchased 244,032
          common  shares  of BRC at a price of Cdn.  $1.35  per  share,  or Cdn.
          $329,443 in aggregate,  in order to settle an outstanding  debt of BRC
          to the Company of the  equivalent  amount.  The Company owns 3,744,032
          common  shares,  representing a 40.09% (Dec. 31, 2003 - 40.30%) equity
          interest,   in  BRC  with  a  quoted  market  value  of  approximately
          $5,935,040 at September 30, 2004 (Dec. 31, 2003 - $3,509,448).

          On August 11, 2004 BRC, whose  principal  business is the  acquisition
          and exploration of mineral properties,  was continued under the Canada
          Business  Corporations  Act and changed its name from BRC  Development
          Corporation to BRC Diamond Corporation.

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



                                                   As at and for the                    As at
                                                   nine month period              and for the
                                                     ended Sept. 30,               year ended
                                                                2004            Dec. 31, 2003

                                                                             
          Equity investment, beginning of year           $   383,338               $  502,968
          Acquisitions                                       254,099                        -
                                                   ------------------------------------------

                                                             637,437                  502,968
          Share of equity loss                              (62,804)                (116,731)
          Loss on dilution of interest                             -                  (2,899)
                                                   ------------------------------------------

          Equity investment, end of period                   574,633                  383,338
          Amount due from BRC                                  7,782                  255,099
                                                   ------------------------------------------
                                                         $   582,415               $  638,437
                                                   ==========================================


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


                                       8





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)
                                                                     (Unaudited)
September 30, 2004
- --------------------------------------------------------------------------------

3.   Investments (continued)
- --   -----------------------

     (b)  Investment in BRC Diamond Corporation (continued)

          BRC's summarized  consolidated balance sheets and income statements as
          at and for the nine month period ended September 30, 2004  (unaudited)
          and  as at and  for  the  year  ended  December  31,  2003  (audited),
          converted to US $ at the period end rate of exchange, is as follows:

                                                      2004              2003
                                            --------------------------------
          Assets
              Current assets                   $    22,796      $    59,689
              Investment                         1,044,614        1,016,542
              Mineral properties                   375,702          358,309
              Deferred pre-operating costs          18,048           17,340
              Property, plant and equipment         32,713           57,879
                                            --------------------------------

                                                 1,493,873        1,509,759
                                           ---------------------------------

            Liabilities                             82,113          378,921
                                           ---------------------------------

            Net Equity                         $ 1,411,760      $ 1,130,838
                                           =================================

          Income Statement
              Revenue                          $        -       $         2
              Expenses                           (158,334)        (340,649)
              Write-off of mineral claims               -           (3,169)
                                           ---------------------------------


          Net Loss                             $ (158,334)      $ (343,816)
                                           ================================

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

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

                                                  Accumulated        Net Book
    As at September 30, 2004             Cost    Amortization          Value

    Office furniture and fixtures $    18,254     $    13,031     $    5,223
    Office equipment                  240,592          83,962        156,630
    Vehicle                           191,343          14,161        177,182
    Communication equipment            27,731               -         27,731
    Field camps                        35,584               -         35,584
    Surveying                          24,012               -         24,012
    Leasehold improvement             105,746          84,597         21,149
                                  ------------------------------------------

                                  $   643,262     $   195,751     $  447,511
                                  ==========================================



                                       9





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)
                                                                     (Unaudited)
September 30, 2004
- --------------------------------------------------------------------------------

4.   Property, Plant and Equipment (continued)
- --   -----------------------------------------

                                                Accumulated        Net Book
    As at December 31, 2003              Cost  Amortization           Value

    Office furniture and fixtures  $   18,254   $    12,162     $     6,092
    Office equipment                  114,390        59,235          55,155
    Vehicle                            47,145         2,947          44,198
    Leasehold improvement             105,746        68,735          37,011
                                   ----------------------------------------
                                   $  285,535   $   143,079     $   142,456
                                   ========================================

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

5.   Deferred Exploration Expenditures
- --   ---------------------------------

     Deferred Exploration

                                                                Cumulative
                                           Nine month       from inception
                                         period ended     in April 1994 to
                                        September 30,        September 30,
                                                 2004                 2004
                                     -------------------------------------------

    Exploration cost                     $    996,225       $   17,472,396
    Stock option compensation expense         159,869              159,869
    Amortization                               16,172               51,622
                                     -------------------------------------------

    Net expenditure                         1,172,266           17,683,887
    Effect of exchange rate change                  -                2,511
                                     -------------------------------------------

                                            1,172,266           17,686,398
    Write-off                                       -         (16,191,442)
                                     -------------------------------------------

    Balance, end of period               $  1,172,266        $   1,494,956
                                     ===========================================


     Mineral rights

                                                                Cumulative
                                                            from inception
                                                 2004        in April 1994

    Mineral rights                       $          -        $   9,681,194

    Write-off                                       -          (9,681,194)
                                     -------------------------------------------

    Balance, end of period               $          -        $           -
                                     ===========================================


                                       10





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)
                                                                     (Unaudited)
September 30, 2004
- --------------------------------------------------------------------------------

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


                                     As at September 30, 2004                 As at December 31, 2003
                                -----------------------------------      ----------------------------------
                                         Number of           Amount              Number of           Amount
                                            Shares                                  Shares

                                                                                         
        Balance -
           Beginning of period          10,427,844     $ 39,469,888              9,886,594     $ 39,173,793
        Exercise of  stock options         485,000          273,192                 41,250           23,017
        Exercise of warrants               350,000          286,048                500,000          273,078
        Issued during the period         2,000,000       11,314,909                      -                -
                                -----------------------------------      ----------------------------------

        Balance - End of period         13,262,844     $ 51,344,037             10,427,844     $ 39,469,888
                                ===================================      ==================================


          On March 30,  2004,  the Company  completed a private  placement  (the
          "Offering")  of 2,000,000  common  shares at Cdn.  $8.00 per share for
          gross proceeds of Cdn. $16,000,000 (US$ 11,979,203).  The net proceeds
          of the financing will be used to advance the Company's projects in the
          Congo  located  within the Twangiza - Namoya gold belt and for general
          corporate purposes.

          Kingsdale  Capital  Markets Inc. and Kingsdale  Capital  Partners Inc.
          (collectively, the "Agent") acted as the Company's agent in connection
          with the Offering. In consideration for its services, the Company paid
          to the  Agent a cash fee  equal  to 6% of the  gross  proceeds  of the
          Offering and issued to the Agent 120,000 broker  warrants (the "Broker
          Warrants").  Each  Broker  Warrant  entitles  the  holder  thereof  to
          purchase one common share of the Company at a price of $8.00 per share
          for a period of one year.

     (c)  Warrants

          The following table summarizes  information about warrants outstanding
          and exercisable at September 30, 2004:

                                                 Exercise
                                     Number         price
           Date of Grant        Outstanding         Cdn $       Expiry Date

                03/30/04            120,000          8.00           3/29/05
                                --------------------------
                                    120,000
                                ==========================



                                       11





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)
                                                                     (Unaudited)
September 30, 2004
- --------------------------------------------------------------------------------

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

     (d)  Stock Options

          The  Company  has  an   incentive   Stock   Option  Plan  under  which
          non-transferable  options to purchase common shares of the Company may
          be granted to directors,  officers,  employees or service providers of
          the Company to a maximum of 3,100,000  common shares.  As at September
          30, 2004,  the number of stock options  still  available to be granted
          under this Stock Option Plan was 678,500.

          Under this 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 September 30, 2004, the Company had
          1,856,500  stock  options  outstanding  to acquire  common shares at a
          weighted-average  price of Cdn.  $5.89 per share,  expiring at various
          dates between October 2004 and August 2009.

          The  following  table  summarizes   information  about  stock  options
          outstanding and exercisable at September 30, 2004:


                                                                Options outstanding and exercisable
                                            -----------------------------------------------------------------------------

                                                   Options
                                      Options   Exercised,
                           Number     granted      Expired       Number       Options  Exercise
               Date   outstanding  during the           or  outstanding   Exercisable     price        Expiry
            of grant  at 12/31/03      period    Forfeited  at 09/30/04   at 09/30/04     Cdn $          date

                                                                             
            01/31/01      375,000           -      375,000            -             -      0.60      01/31/04
            01/31/01       20,000           -       20,000            -             -      1.00      01/31/04
            10/12/01       40,000           -       40,000            -             -      0.60      10/12/04
            01/08/02      183,000           -       15,000      168,000       168,000      0.80      01/08/07
            04/03/02       25,000           -       25,000            -             -      1.70      04/03/04
            04/26/02       10,000           -       10,000            -             -      3.30      04/26/04
            10/16/03      168,500           -            -      168,500        84,250      4.00      10/16/08
            10/16/03       60,000           -            -       60,000        30,000      4.00      10/16/06
            10/29/03      100,000           -            -      100,000        50,000      4.11      10/29/08
            10/29/03      100,000           -            -      100,000        50,000      4.11      10/29/06
            01/21/04            -     400,000            -      400,000       200,000      6.00      01/21/09
            02/03/04            -      50,000            -       50,000        25,000      6.00      02/03/09
            02/17/04            -     150,000            -      150,000        75,000      7.00      02/17/09
            03/16/04            -     200,000            -      200,000       100,000      8.20      03/16/09
            06/24/04            -     420,000            -      420,000       105,000      8.00      06/22/09
            08/31/04                   40,000            -       40,000        10,000      8.00      08/31/09
                        --------------------------------------------------------------

                        1,081,500   1,260,000      485,000    1,856,500      897,250
                        ==============================================================




                                       12





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)
                                                                     (Unaudited)
September 30, 2004
- --------------------------------------------------------------------------------

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

     (d)  Stock Options (continued)

          2003

          As at December 31, 2003, the weighted average grant-date fair value of
          158,625  vested stock  options  granted to  employees,  directors  and
          officers  was  $378,724.  This  amount  was  recognized  in the income
          statement as an expense and was credited  accordingly  to  contributed
          surplus in the balance sheet.

          During the year  ended  December  31,  2003,  a total of 72,500  stock
          options  previously  issued to consultants and other service providers
          vested.  The weighted  average  grant-date  fair value of these vested
          stock  options was $93,474.  This amount was  recognized in the income
          statement as an expense and was credited accordingly to options in the
          balance  sheet.  During  2003 a total  of  50,000  options  previously
          granted  to  consultants  were  cancelled.  Accordingly  an  amount of
          $16,986  relating to these  options  was  transferred  to  contributed
          surplus.

          2004

          During the nine month period  ended  September  30, 2004,  the Company
          recognized   in  the  income   statement  as  an  expense   $1,298,371
          representing  the  weighted  average  grant-date  fair  value of stock
          options  granted  to  employees,  directors  and  officers  under  the
          Company's  stock  option  plan.  In  addition,  an amount of  $159,869
          related  to  stock  options  issued  to  employees  of  the  Company's
          subsidiaries  in the Congo was  capitalized  as  deferred  exploration
          expenditures.  These amounts were 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: 2.48% (2003 - 2.54%)

          (ii) expected volatility: 96.48% (2003 - 118%)

          (iii) expected life: 5 years (2003 - 3.74 years)

          (iv) expected dividends: $Nil (2003 - $Nil)

     (e)  Earnings (Loss) per Share

          Earnings  (loss) per share was calculated on the basis of the weighted
          average number of common shares  outstanding for the nine month period
          ended September 30, 2004, amounting to 12,456,786  (September 30, 2003
          - 9,886,594) common shares.

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



                                       13





================================================================================
                                                               Banro Corporation
                                      Notes to Consolidated Financial Statements
                                                     (Expressed in U.S. dollars)
                                                                     (Unaudited)
September 30, 2004
- --------------------------------------------------------------------------------

     (f)  Contributed Surplus

                                                   As at
                                               September      As at Dec. 31,
                                                30, 2004                2003
                                        -------------------------------------
          Stock option compensation     $      1,960,254       $     502,014
                                        =====================================

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

     Management  fees  of $Nil  (September  30,  2003 -  $30,716)  were  paid to
     directors of the Company  during the nine month period ended  September 30,
     2004.

     During the quarter  ended  September 30, 2004, an amount of $28,148 was due
     from a corporation  wholly-owned  by a director of the Company  relating to
     common general expenses.

     Legal fees of $212,377  (September 30, 2003 - $29,535) were paid during the
     nine  month  period  ended  September  30,  2004 to a law firm of which two
     partners are also directors of the Company.

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

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

8.   Segmented Reporting
- --   -------------------

     The Company has one operating  segment:  the  acquisition,  exploration and
     development of precious metal projects located principally in the Congo.

     Geographic segmentation of capital assets and deferred exploration costs is
     as follows:

                                                As at            As at
                                        September 30,     December 31,
                                                 2004            2003
                                        -------------------------------

    Congo - deferred exploration costs    $ 1,494,956      $  322,690
    Congo - capital assets                    366,360          68,983
    Canada - capital assets                    81,151          73,473
                                        -------------------------------
                                          $ 1,942,467      $  465,146
                                        ===============================

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

9.   Comparative figures
- --   -------------------

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



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