Item 1.           Securities and Issuer.

                  This statement relates to the common stock (the “Common Stock”), of Cedar Income Fund, Ltd., a Maryland corporation (the “Company”), whose principal executive offices are located at 44 South Bayles Avenue, Suite 304, Port Washington, New York 11050.

Item 2.           Identity and Background.

                      This statement is being filed by Homburg Invest Inc., a real estate investment company incorporated under the laws of Alberta, Canada ("Homburg Invest"), Homburg Euro Inc. and Uni-Invest N.V. Homburg Invest is owned 49.29% by Uni-Invest N.V., a real estate investment company listed on the Amsterdam Exchange and 14.48% by Homburg Euro Inc., a Canadian holding company controlled by Richard Homburg for the benefit of a family trust. Mr. Homburg is Chairman of the Board and CEO of Uni-Invest N.V. The business address of Uni-Invest N.V. is Stadhouderskade 1, 1054 ES Amsterdam, The Netherlands. The business address of each of Homburg Invest and its executive officers and directors and of Homburg Euro Inc. is 11 Akerley Blvd., Suite 200, Halifax, Nova Scotia, Canada B3B 1V7.

                   Schedule 1 attached hereto sets forth certain additional information with respect to each director and each executive officer of Homburg Invest.

                      Neither Homburg Invest nor any of its executive officers or directors has been during the last five years (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3.           Source and Amount of Funds or Other Consideration.

                      The $750,000 used to acquire the Common Stock of the Company was obtained from the working capital of Homburg Invest.

Item 4.           Purpose of Transaction.

                     The securities of the Company were acquired for investment purposes.

                     Homburg Invest may from time to time acquire additional shares of Common Stock of the Company through open market or privately negotiated transactions depending on existing market conditions and other considerations which it may deem relevant.

Item 5.           Interest in Securities of the Issuer.

                     On October 10, 2001, Homburg Invest acquired 150,000 shares of Common Stock of the Company at a price of $5.00 per share in privately negotiated transactions with affiliates of Richard Homburg. Homburg Invest owns 150,000 shares of Common Stock of the Company which represent 21.7% of the outstanding shares of the Company. Neither Uni-Invest N.V., Homburg Invest nor any of the persons listed on Schedule 1 beneficially owns any securities of the Company.

Item 6.           Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

                     In order to maintain its status as a real estate investment trust, the Company’s Articles of Incorporation contain limitations on the amount of securities which may be held by any stockholder. The Company’s Board of Directors has waived this restriction so as to enable Homburg Invest to acquire its securities; provided, however, that Homburg Invest may not acquire more than 29.9% of the outstanding common stock of the Company. As a condition to such waiver, Mr. Homburg, Homburg Invest and the Company entered into an agreement dated January 18, 2002 (the “Agreement”) pursuant to which Mr. Homburg and Homburg Invest agreed as follows: (a) not to acquire more than 29.9% of the voting securities of the Company; (b) not to solicit proxies or become a participant in any election contest, proxy contest or tender offer; and (c) not to sell or transfer any voting security of the Company except under Rule 144 under the Securities Act of 1933 or through a broker-dealer; provided that not more than 30,000 shares would be sold to any one person or group. They also agreed to vote all securities owned by them at each meeting of stockholders and would not vote in favor of nominees not nominated by the Board of Directors of the Company. Homburg Invest has the right to nominate one person to serve as a Director of the Company. Homburg Invest intends to have Frank W. Matheson serve as a director of the Company. The Agreement lasts for five years, subject to earlier termination as provided in the Agreement.

                     The summary description of the Agreement is qualified in its entirety by reference to the Agreement, which Agreement is incorporated herein by reference.

Item 7.           Material to be filed as Exhibits.

                      1. Agreement dated January 18, 2002 among Richard Homburg, Homburg Invest and the Company.