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.

          This statement is being filed by Homburg Invest Inc., a real estate investment company incorporated under the laws of Alberta, Canada (“Homburg Invest”), Homburg Invest USA Limited, a wholly-owned Canadian subsidiary of Homburg Invest, and Homburg Invest USA Inc., a wholly-owned subsidiary of Homburg Invest USA Limited (“Homburg USA”). Homburg Invest is owned 49.29% by Uni-Invest Holdings N.V., a private Belgium company controlled by Richard Homburg 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 Homburg Invest. The business address of each of the above entities and of Homburg Invest and Homburg USA’s executive officers and directors 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 and Homburg USA.

          None of the above entities nor any of their 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.

          The $3,000,000 used to acquire the preferred units was obtained from the working capital of Homburg USA.

          The securities of the Company were acquired for investment purposes.

          On December 24, 2002, Homburg USA purchased 3,300 preferred units of Cedar Income Fund Partnership, L.P., the operating partnership of which the Company is the sole managing general partner. The preferred units were purchased at $909.09 per unit, have a liquidation value of $1,000 per unit and bear a 9% per annum preferred distribution rate. 552 of the preferred units are presently convertible into 138,000 shares of Common Stock of the Company at $3.6363 per share. As the result, Homburg USA owns 288,000 shares of Common Stock of the Company which represent 34.7% of the outstanding shares of the Company.

          None of the reporting companies nor any of the persons listed on Schedule 1 beneficially owns any securities of the Company.

          At the next annual meeting of shareholders, the Company will seek shareholder approval to issue to Homburg USA 137,000 additional shares of Common Stock at $3.6363 per share, at which time 548 preferred units would be converted by Homburg USA in exchange for the newly-approved common stock. Also at that meeting, the Company will seek shareholder approval to have the remaining 2,200 preferred units owned by Homburg USA become convertible into Common Stock of the Company (upon thirty days’ notice at $4.0909 per share). The Company may at any time redeem the preferred units upon sixty days’ notice at 120% of liquidation value.

          In accordance with a certain “standstill” agreement entered into by the Company and affiliates of Homburg USA, as amended, Homburg USA will have a continuing right to purchase and hold the existing securities of the Company as it may be reduced by the issuance of additional securities; provided, however, that Homburg USA may continue to hold up to 29.9% of the Company’s voting stock in the event that dilution from any source reduces its ownership interest below 29.9%.

          Richard Homburg, who is Chairman and CEO of Homburg Invest and of Homburg USA was elected to the Board of Directors of the Company, to hold such position until the next annual meeting of shareholders, at which time he will stand for election by the shareholders for a full term.

          1. Subscription Agreement dated December 24, 2002 between Homburg Invest USA Inc. and the Company.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 20, 2003