40FR12B/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 40-F
                                AMENDMENT NO. 1


[X]  Registration  statement  pursuant to Section 12 of the Securities  Exchange
     Act of 1934

                                       or

[  ] Annual  report  pursuant  to  Section  13(a)  or 15(d) of the  Securities
     Exchange Act of 1934

For the fiscal year ended _________       Commission File Number ___________


                                BANRO CORPORATION
             (Exact name of registrant as specified in its charter)

                                                                       
          CANADA                                 1041                          NOT APPLICABLE
(Province or Other Jurisdiction of      (Primary Standard Industrial          (I.R.S. Employer
Incorporation or Organization)              Classification Code)             Identification No.)



                             1 First Canadian Place
                        100 King Street West, Suite 7070
                            Toronto, Ontario M5X 1E3
                                 (416) 366-2221
   (Address and telephone number of registrant's principal executive offices)


                                                           Copies to:
          Martin Pomerance                             Gil I. Cornblum, Esq.
        Dorsey & Whitney LLP                            Dorsey & Whitney LLP
          250 Park Avenue                            161 Bay Street, Suite 4310
         New York, NY 10177                           Toronto, Ontario M5J 2S1
           (212) 415-9200                                   (416) 367-7370
(Name, address (including zip code) and
 telephone number (including area code)
of agent for service in the United States)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class:                  Name of Each Exchange On Which Registered:
- --------------------                  ------------------------------------------
Common Shares, no par value                    American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act:  None

For annual reports, indicate by check mark the information filed with this form:

[ ]  Annual Information Form           [ ]  Audited Annual Financial Statements

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  stock as of the close of the  period  covered  by the annual
report. N/A


Indicate  by check  mark  whether  the  Registrant  by  filing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission  pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to
the Registrant in connection with such Rule. [ ]  Yes    [X]  No


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange  Act during the  preceding 12
months (or for such shorter period that the Registrant was required to file such
reports)  and (2) has been subject to such filing  requirements  for the past 90
days.  [ ]  Yes     [X]  No






                                EXPLANATORY NOTE

     This  Amendment No. 1 to the  Registration  Statement on Form 40-F of Banro
Corporation  (the "Company") is being filed to report that the Company's  common
shares have been accepted for listing on the American Stock Exchange, to provide
a description  of the Company's  common shares and to attach,  as an exhibit,  a
specimen form of common share certificate.

                          DESCRIPTION OF COMMON SHARES

     The Company is  authorized  to issue an unlimited  number of common  shares
without par value (the "Shares").  The rights and restrictions pertaining to the
Shares and  holders  thereof are set forth in the  articles of the Company  (the
"Articles"),  which govern the affairs of the Company (subject to any applicable
laws). The Shares are represented by a form of share certificate approved by the
Board of Directors  and  acceptable to any stock  exchange  where the Shares are
listed.  As of February 16, 2005,  26,565,688 Shares are issued and outstanding,
all of which are fully paid. None of the Shares are owned by the Company.

     The  holders of Shares are  entitled to one vote for each Share held on all
matters to be voted on by the shareholders.  Generally, most matters required to
be voted upon are ordinary resolutions,  which require the affirmative vote of a
majority  (50% + 1) of the votes cast by  shareholders  present at a meeting and
entitled to vote on the resolution to pass. However certain matters representing
fundamental  changes must be approved by a special  resolution,  which presently
requires the  affirmative  vote of a special  majority (at least 66 2/3%) of the
votes cast by  shareholders  present at a meeting  and  entitled  to vote on the
resolution to pass.  The holders of Shares are entitled to receive notice of all
meetings of shareholders  and to attend and vote, in person or by proxy, at such
meetings.

     Each  Share is  equal to every  other  Share,  and all  Shares  participate
equally  on  liquidation,  dissolution  or winding  up of the  Company,  whether
voluntary  or  involuntary,  and any  other  distribution  of the  assets of the
Company among its  shareholders  for the purpose of winding up its affairs after
the Company has paid all of its liabilities.

     The holders of Shares are  entitled to receive pro rata such  dividends  as
may be  declared  by the  Board  of  Directors  out of funds  legally  available
therefor.  No  dividends  have  been paid by the  Company  on any  Shares  since
incorporation,  nor does the  Company  intend  to pay a  dividend  on any of its
Shares in the immediate future. The Company  anticipates that it will retain all
earnings  to  finance  the  further  growth  and  development  of the  Company's
business.  The  directors  of the Company will  determine if and when  dividends
should be declared and paid in the future,  based upon the  Company's  financial
condition and requirements at the relevant time.

     No Shares  have been  issued  subject to call or  assessment.  There are no
pre-emptive  or  conversion  rights  attached  to the  Shares,  and there are no
provisions  for  purchase or  cancellation,  surrender,  or any sinking  fund or
purchase fund.

     Provisions as to the modification, amendment or variation of such rights or
such   provisions  are  contained  in  the  Articles  and  the  Canada  Business
Corporations  Act.  Generally,  substantive  changes to the share capital of the
Company require the approval by the shareholders by special resolution.

     There are no restrictions on the transferability of the Shares contained in
the Articles of the Company.  There are no provisions in the Company's  Articles
discriminating  against any existing or prospective holder of Shares as a result
of any such  holder(s)  owning a  substantial  amount  of  Shares.  There are no
provisions in the Articles that would have the effect of delaying,  deferring or
preventing  a change in control of the Company and that would  operate only with
respect to an extraordinary  corporate transaction involving the Company such as
a merger, reorganization, tender offer, sale or transfer of all or substantially
all of its assets or liquidation.






                                   SIGNATURES

     Pursuant to the requirements of the Exchange Act, the Registrant  certifies
that it meets  all of the  requirements  for  filing  on Form  40-F and has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized

                                        BANRO CORPORATION



                                        /s/ Donat Madilo
                                        ----------------------------------------
                                        Donat Madilo
                                        Treasurer



Date: March 21, 2005





                                  EXHIBIT INDEX
                                  -------------

     The following exhibits have been filed as part of this Amendment No. 1.


EXHIBIT       DESCRIPTION
- -------       -----------

99.1          Specimen form of common share certificate

EX-99.1

EXHIBIT 99.1