##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------



For the transition period from 
to



Commission file number 000-51288



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CNL Income Properties, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Maryland                                                       |  | 20-0183627                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. employer identification no.)
|                                                               | 
|450 South Orange Avenue Orlando, Florida                       |  | 32801                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number (including area code) (407) 650-1000



---



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 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 ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).    Yes ̈No  x



The number of shares of common stock
outstanding as of May 9, 2005 was 15,472,724.



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##### Table of Contents

CNL INCOME PROPERTIES, INC.



TABLE OF
CONTENTS



|                              |  |                                                                                               |  |                                                           |  |      
|----------------------------- |  | --------------------------------------------------------------------------------------------- |  | --------------------------------------------------------- |  | -----
|                              |  |                                                                                               |  |                                                           |  | Page 
|Part I. Financial Information |  |                                                                                              
|                              |  |                                                                                              
|                              |  | Item 1.
Financial Statements:                                                                 |  |                                                          
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Condensed Consolidated Balance Sheets                     |  | 2    
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Condensed Consolidated Statement of Operations            |  | 3    
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Condensed Consolidated Statements of Stockholders Equity |  | 4    
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Condensed Consolidated Statement of Cash Flows            |  | 5    
|                              |  |                                                                                               | 
|                              |  |                                                                                               |  | Notes to Condensed Consolidated Financial Statements      |  | 6 -11
|                              |  |                                                                                              
|                              |  | Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 12 -18                                                   
|                              |  |                                                                                              
|                              |  | Item 3.
Quantitative and Qualitative Disclosures About Market Risk                            |  | 18                                                       
|                              |  |                                                                                              
|                              |  | Item 4.
Controls and Procedures                                                               |  | 18                                                       
|                              | 
|Part II. Other Information    |  |                                                                                              
|                              |  |                                                                                              
|                              |  | Item 1.
Legal Proceedings                                                                     |  | 18                                                       
|                              |  |                                                                                              
|                              |  | Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 18 -19                                                   
|                              |  |                                                                                              
|                              |  | Item 3.
Defaults Upon Senior Securities                                                       |  | 19                                                       
|                              |  |                                                                                              
|                              |  | Item 4.
Submission of Matters to a Vote of Security Holders                                   |  | 19                                                       
|                              |  |                                                                                              
|                              |  | Item 5.
Other Information                                                                     |  | 19                                                       
|                              |  |                                                                                              
|                              |  | Item 6.
Exhibits                                                                              |  | 19 -21                                                   
|                              | 
|Signatures                    |  | 22                                                                                           
|                              | 
|Exhibits                      |  |                                                                                              



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##### Table of Contents

PART I Financial Information



Item 1. Financial Statements



CNL INCOME PROPERTIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



|                                                                                                                                                                                                                             |  |                |             |   |                   |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ----------------- | - | ---------- | -
|                                                                                                                                                                                                                             |  | March 31, 2005 |             |   | December 31, 2004 |  
|ASSETS                                                                                                                                                                                                                       |  |                |             |   |                   |   |            |  
|Investment in unconsolidated entities                                                                                                                                                                                        |  | $              | 110,158,446 |   |                   | $ | 41,913,212 |  
|Cash                                                                                                                                                                                                                         |  |                | 13,752,159  |   |                   |   | 36,710,117 |  
|Distributions receivable from unconsolidated entities                                                                                                                                                                        |  |                | 1,962,928   |   |                   |   | 225,555    |  
|Prepaid expenses                                                                                                                                                                                                             |  |                | 221,925     |   |                   |   | 72,477     |  
|Deferred offering costs                                                                                                                                                                                                      |  |                | 5,785,540   |   |                   |   | 5,381,749  |  
|Other assets                                                                                                                                                                                                                 |  |                | 414,812     |   |                   |   | 1,653,317  |  
|                                                                                                                                                                                                                             |  |                |             |   |                   |   |            |  
|Total Assets                                                                                                                                                                                                                 |  | $              | 132,295,810 |   |                   | $ | 85,956,427 |  
|                                                                                                                                                                                                                             |  |                |             |   |                   |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                         |  |                |             |   |                   |   |            |  
|Accounts payable and accrued expenses                                                                                                                                                                                        |  | $              | 633,516     |   |                   | $ | 589,215    |  
|Due to affiliates                                                                                                                                                                                                            |  |                | 18,903,979  |   |                   |   | 10,414,834 |  
|                                                                                                                                                                                                                             |  |                |             |   |                   |   |            |  
|Total Liabilities                                                                                                                                                                                                            |  |                | 19,537,495  |   |                   |   | 11,004,049 |  
|                                                                                                                                                                                                                             |  |                |             |   |                   |   |            |  
|Commitment                                                                                                                                                                                                                   |  |                |             |   |                   |   |            |  
|                                                                                                                                                                                                                             |  |               
|Stockholders equity:                                                                                                                                                                                                        |  |                |             |   |                   |   |            |  
|Preferred stock, $.01 par value per share200 million shares authorized and unissued                                                                                                                                          |  |                |            |   |                   |   |           |  
|Excess shares, $.01 par value per share120 million shares authorized and unissued                                                                                                                                            |  |                |            |   |                   |   |           |  
|Common stock, $.01 par value per shareOne billion shares authorized at March 31, 2005, 13,220,617 shares issued and outstanding; one
billion shares authorized at December 31, 2004, 8,838,978 shares issued and outstanding |  |                | 132,206     |   |                   |   | 88,390     |  
|Capital in excess of par value                                                                                                                                                                                               |  |                | 114,770,598 |   |                   |   | 76,719,939 |  
|Accumulated distributions in excess of net income                                                                                                                                                                            |  |                | (2,144,489  | ) |                   |   | (1,855,951 | )
|                                                                                                                                                                                                                             |  |                |             |   |                   |   |            |  
|                                                                                                                                                                                                                             |  |                | 112,758,315 |   |                   |   | 74,952,378 |  
|                                                                                                                                                                                                                             |  |                |             |   |                   |   |            |  
|Total Liabilities and Stockholders Equity                                                                                                                                                                                   |  | $              | 132,295,810 |   |                   | $ | 85,956,427 |  
|                                                                                                                                                                                                                             |  |                |             |   |                   |   |            |  



See accompanying notes
to condensed consolidated financial statements.





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##### Table of Contents

CNL INCOME PROPERTIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)



|                                                                                  |  |                             |            |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ---------- | -
|                                                                                  |  | Quarter EndedMarch 31, 2005 |           
|Revenue                                                                           |  | $                           |           |  
|                                                                                  |  |                             |            |  
|Expenses:                                                                         |  |                             |            |  
|Asset management fees to advisor                                                  |  |                             | 313,973    |  
|General and administrative                                                        |  |                             | 533,773    |  
|                                                                                  |  |                             |            |  
|Total expenses                                                                    |  |                             | 847,746    |  
|                                                                                  |  |                             |            |  
|Operating loss                                                                    |  |                             | (847,746   | )
|                                                                                  |  |                             |            |  
|Other income:                                                                     |  |                             |            |  
|Interest income                                                                   |  |                             | 186,917    |  
|Equity in earnings of unconsolidated entities                                     |  |                             | 1,652,997  |  
|                                                                                  |  |                             |            |  
|Total other income                                                                |  |                             | 1,839,914  |  
|                                                                                  |  |                             |            |  
|Net income                                                                        |  | $                           | 992,168    |  
|                                                                                  |  |                             |            |  
|Earnings per share of common stock (basic and diluted)                            |  | $                           | 0.09       |  
|                                                                                  |  |                             |            |  
|Weighted average number of shares of common stock outstanding (basic and diluted) |  |                             | 10,775,650 |  
|                                                                                  |  |                             |            |  



See accompanying notes
to condensed consolidated financial statements.



3



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##### Table of Contents

CNL INCOME PROPERTIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY



Quarter Ended March 31, 2005 and Year Ended December 31, 2004

(UNAUDITED)



|                                                                                                   |  |                 |  |                                |         |  |                                                   |             |   |                           |   |            |   |  |   |             |  
|-------------------------------------------------------------------------------------------------- |  | --------------- |  | ------------------------------ | ------- |  | ------------------------------------------------- | ----------- | - | ------------------------- | - | ---------- | - |  | - | ----------- | -
|                                                                                                   |  | Common Stock    |  | Capital in Excess of Par Value |         |  | Accumulated Distributions in Excess of Net Income |             |   | Total StockholdersEquity |  
|                                                                                                   |  | Numberof Shares |  | Par Value                      |         |  |                                                  
|Balance at December 31, 2003                                                                       |  | 20,000          |  | $                              | 200     |  | $                                                 | 199,800     |   |                           | $ |           |   |  | $ | 200,000     |  
|Subscriptions received for common stock through public offering and distribution reinvestment plan |  | 8,701,270       |  |                                | 87,013  |  |                                                   | 86,591,031  |   |                           |   |           |   |  |   | 86,678,044  |  
|Issuance of restricted common stock                                                                |  | 117,708         |  |                                | 1,177   |  |                                                   | 1,175,903   |   |                           |   |           |   |  |   | 1,177,080   |  
|Stock issuance and offering costs                                                                  |  |                |  |                                |        |  |                                                   | (11,246,795 | ) |                           |   |           |   |  |   | (11,246,795 | )
|Net loss                                                                                           |  |                |  |                                |        |  |                                                   |            |   |                           |   | (683,263   | ) |  |   | (683,263    | )
|Distributions, declared and paid ($.2593 per share)                                                |  |                |  |                                |        |  |                                                   |            |   |                           |   | (1,172,688 | ) |  |   | (1,172,688  | )
|                                                                                                   |  |                 |  |                                |         |  |                                                   |             |   |                           |   |            |   |  |   |             |  
|Balance at December 31, 2004                                                                       |  | 8,838,978       |  | $                              | 88,390  |  | $                                                 | 76,719,939  |   |                           | $ | (1,855,951 | ) |  | $ | 74,952,378  |  
|                                                                                                   |  |                 |  |                                |         |  |                                                   |             |   |                           |   |            |   |  |   |             |  
|Subscriptions received for common stock through public offering and distribution reinvestment plan |  | 4,381,639       |  |                                | 43,816  |  |                                                   | 43,742,982  |   |                           |   |            |   |  |   | 43,786,798  |  
|Stock issuance and offering costs                                                                  |  |                 |  |                                |         |  |                                                   | (5,692,323  | ) |                           |   |            |   |  |   | (5,692,323  | )
|Net income                                                                                         |  |                |  |                                |        |  |                                                   |            |   |                           |   | 992,168    |   |  |   | 992,168     |  
|Distributions, declared and paid ($.1272 per share)                                                |  |                |  |                                |        |  |                                                   |            |   |                           |   | (1,280,706 | ) |  |   | (1,280,706  | )
|                                                                                                   |  |                 |  |                                |         |  |                                                   |             |   |                           |   |            |   |  |   |             |  
|Balance at March 31, 2005                                                                          |  | 13,220,617      |  | $                              | 132,206 |  | $                                                 | 114,770,598 |   |                           | $ | (2,144,489 | ) |  | $ | 112,758,315 |  
|                                                                                                   |  |                 |  |                                |         |  |                                                   |             |   |                           |   |            |   |  |   |             |  



See accompanying notes
to condensed consolidated financial statements.



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##### Table of Contents

CNL INCOME PROPERTIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)



|                                                               |  |                             |             |  
|-------------------------------------------------------------- |  | --------------------------- | ----------- | -
|                                                               |  | Quarter EndedMarch 31, 2005 |            
|Increase (decrease) in cash:                                   |  |                             |             |  
|Operating activities:                                          |  |                             |             |  
|Net cash provided by operating activities                      |  | $                           | 140,519     |  
|                                                               |  |                             |             |  
|Investing activities:                                          |  |                             |             |  
|Investments in unconsolidated entities                         |  |                             | (61,919,904 | )
|Acquisition fees and costs                                     |  |                             | (2,123,231  | )
|                                                               |  |                             |             |  
|Net cash used in investing activities                          |  |                             | (64,043,135 | )
|                                                               |  |                             |             |  
|Financing activities:                                          |  |                             |             |  
|Subscriptions received from stockholders                       |  |                             | 43,786,798  |  
|Stock issuance costs                                           |  |                             | (2,817,794  | )
|Cash advance from affiliate                                    |  |                             | 1,256,360   |  
|Distributions to stockholders                                  |  |                             | (1,280,706  | )
|                                                               |  |                             |             |  
|Net cash provided by financing activities                      |  |                             | 40,944,658  |  
|                                                               |  |                             |             |  
|Net decrease in cash                                           |  |                             | (22,957,958 | )
|Cash at beginning of period                                    |  |                             | 36,710,117  |  
|                                                               |  |                             |             |  
|Cash at end of period                                          |  | $                           | 13,752,159  |  
|                                                               |  |                             |             |  
|Supplemental disclosure of non-cash investing activities:      |  |                             |             |  
|Amounts incurred but not paid (included in due to affiliates): |  |                             |             |  
|Acquisition fees and costs                                     |  | $                           | 4,046,777   |  
|                                                               |  |                             |             |  
|Supplemental disclosure of non-cash financing activities:      |  |                             |             |  
|Amounts incurred but not paid (included in due to affiliates): |  |                             |             |  
|Offering and stock issuance costs                              |  | $                           | 3,876,219   |  
|                                                               |  |                             |             |  



See accompanying notes
to condensed consolidated financial statements.





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##### Table of Contents

CNL INCOME PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

QUARTER ENDED MARCH 31, 2005

(UNAUDITED)



|1. | Organization and Nature of Business:
|-- | ------------------------------------



CNL Income Properties, Inc. (the Company) was organized in Maryland on August 11, 2003. The Company operates and is making an election to be
taxed as a real estate investment trust (a REIT) for federal income tax purposes beginning with its taxable year ended December 31, 2004. The Company was formed primarily to acquire directly and indirectly properties in the United States
that will be leased on a long-term (generally five to 20 years, plus multiple renewal options), triple-net or gross basis to tenants or operators who are significant industry leaders. The asset classes in which the Company initially is most likely
to invest and has invested include the following:



| |  |  | Property leased to dealerships
| | - |  | ------------------------------



| |  |  | Campgrounds and manufactured housing, or recreational vehicle (RV) parks
| | - |  | --------------------------------------------------------------------------



| |  |  | Health clubs
| | - |  | ------------



| |  |  | Parking lots
| | - |  | ------------



| |  |  | Merchandise marts
| | - |  | -----------------



| |  |  | Destination retail and entertainment centers
| | - |  | --------------------------------------------



| |  |  | Marinas
| | - |  | -------



| |  |  | Ski resorts, including real estate in and around ski resorts such as ski-in/ski-out alpine villages, lodging and other related properties
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Golf courses, including golf clubs and courses that may offer amenities
| | - |  | -----------------------------------------------------------------------



| |  |  | Vacation ownership interests
| | - |  | ----------------------------



| |  |  | Other attractions
| | - |  | -----------------



The Company may also make or acquire loans or other permitted investments related to interests in real estate and may purchase equity and other interests
in financings. In addition, the Company may invest up to 10% of its assets in businesses that provide services to, or are otherwise ancillary to, the types of properties in which it is permitted to invest. As of March 31, 2005 and December 31, 2004,
the Company indirectly owned interests in properties at eight and seven locations, respectively, through its investments in unconsolidated entities.



|2. | Significant Accounting Policies:
|-- | --------------------------------



Basis of PresentationThe accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. The unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal
recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the Companys results for the interim period presented. Operating results for the quarter ended March 31, 2005, may not be indicative of the
results that may be expected for the year ending December 31, 2005. Amounts as of December 31, 2004, included in the condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date. These
unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys Form 10-K for the year ended December 31, 2004.



The Company commenced active operations on June 23, 2004, when the minimum
required offering proceeds was received and funds were released from escrow. Since operations had not begun, activities during the period August 11, 2003 (date of inception) through June 23, 2004 were devoted to the organization of the Company.



Principles of ConsolidationThe accompanying
unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and entities in which the Company has a controlling interest in accordance with the provisions of Statement of Position 78-9
Accounting for Investments in Real Estate Ventures (SOP 78-9) or is the primary beneficiary as defined in FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, (FIN
46).



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##### Table of Contents

CNL INCOME PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

QUARTER ENDED MARCH 31, 2005

(UNAUDITED)



|2. | Significant Accounting Policies (Continued):
|-- | --------------------------------------------



Investment in Unconsolidated Entities The equity method of accounting is applied with respect to investments in entities in which the
Company has determined that consolidation is not appropriate under FIN 46 or SOP 78-9. The difference between the Companys carrying amount of its investments in unconsolidated entities and the underlying equity in the net assets of the
entities is due to acquisition fees and expenses which have been allocated to the Companys investment. These amounts are amortized over 39 years, which is the estimated life of the buildings when the properties were acquired. The Company
records its equity in earnings of the entities under the hypothetical liquidation at book value method of accounting. Under this method, the Company recognizes income in each period equal to the change in its share of assumed proceeds from the
liquidation of the underlying unconsolidated entities at depreciated book value.



Distributions Receivable In accordance with the partnership agreements governing the unconsolidated entities in which the Company has invested, at the end of each quarter the partner distributions are
calculated for the period and the partnership is obligated to make those distributions within 45 days after the quarter end. As such, the Company has recorded its share of the distribution receivable from its unconsolidated entities.



|3. | Investment in Unconsolidated Entities:
|-- | --------------------------------------



As of March 31, 2005, the Company owned investments in unconsolidated entities accounted for under the equity method of accounting with carrying values
totaling approximately $110.2 million.



In December 2004, the
Company invested approximately $41.8 million in a partnership and a trust that acquired a portfolio of commercial real estate properties located in and around various ski and golf resort villages in the United States and Canada (the Resort
Village Properties). Intrawest Corporation and its affiliates owned and operated these properties prior to the transaction and continue to own a 20% interest in, and operate, the properties under long-term management agreements. The Resort
Village Properties consist of approximately 408,000 square feet of leasable retail and commercial space.



On February 14, 2005, the Company formed a partnership (the DMC Partnership) with Dallas Market Center Company, Ltd. (DMC) that
acquired the Trade Mart, the World Trade Center, Market Hall and surface and garage parking areas at the Dallas Market Center (the DMC Property). The DMC Property is leased to Dallas Market Center Operating, L.P., a subsidiary of the
existing management company, Market Center Management Company, Ltd., which continues to manage the DMC Property. The DMC Property consists of approximately 4.3 million leaseable square feet of showroom and exhibition space. As of March 31, 2005, the
Company had invested approximately $61.2 million, excluding transaction costs, in the partnership for an 80% ownership interest.



The Company evaluated all of the variable interest entities that were formed in connection with the above transactions in accordance with FIN 46 and
determined that the Company is not the primary beneficiary due to the significant rights and obligations retained by other venture partners and the disproportionate economic interests of the venture partners as compared to their respective ownership
and voting percentages. Accordingly, the Company accounts for these investments under the equity method of accounting and records its share of equity in earnings from the entities using the hypothetical liquidation at book value method.



Under the hypothetical liquidation at book value method of accounting,
the Company recognizes income in each period equal to the change in its share of assumed proceeds from the liquidation of the underlying unconsolidated entities at depreciated book value. For the quarter ended March 31, 2005, the Company recognized
equity in earnings from the entities of approximately $1.7 million. As of March 31, 2005 and December 31, 2004, the Company had distributions receivable of approximately $2.0 million and $225,555 from its unconsolidated entities, respectively. These
distributions were received subsequent to March 31, 2005.



7



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##### Table of Contents

CNL INCOME PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

QUARTER ENDED MARCH 31, 2005

(UNAUDITED)



|3. | Investment in Unconsolidated Entities (Continued):
|-- | --------------------------------------------------



The Company evaluated its investments in the unconsolidated entities for impairment at March 31, 2005 and determined that there was no impairment with
respect to the carrying value of the investments.



In
connection with the investments, the Company incurred certain acquisition and advisory fees which are paid to an affiliate. These fees are capitalized as part of the basis in the investments. Any excess carrying value of the investments over the
book value of the underlying equity is amortized over the estimated useful lives of the underlying real estate tangible assets, which represent the assets to which the excess is most clearly related.



The following presents unaudited condensed financial information for the
unconsolidated entities as of and for the quarter ended March 31, 2005:

|                                                  |  |                  |             |   |                |   |             |  
|------------------------------------------------- |  | ---------------- | ----------- | - | -------------- | - | ----------- | -
|                                                  |  | IntrawestVenture |             |   | DMCPartnership |  
|Revenue                                           |  | $                | 4,025,187   |   |                | $ | 2,699,383   |  
|Property operating expenses                       |  |                  | (1,543,012  | ) |                |   | (53,510     | )
|Depreciation & amortization expenses              |  |                  | (1,453,976  | ) |                |   | (864,282    | )
|Interest expense                                  |  |                  | (986,291    | ) |                |   | (1,037,805  | )
|                                                  |  |                  |             |   |                |   |             |  
|Net income                                        |  | $                | 41,908      |   |                | $ | 743,786     |  
|                                                  |  |                  |             |   |                |   |             |  
|Income (loss) allocable to other venture partners |  | $                | (1,024,167  | ) |                | $ | 72,488      |  
|                                                  |  |                  |             |   |                |   |             |  
|Income allocable to the Company                   |  | $                | 1,066,075   |   |                | $ | 671,298     |  
|Amortization of capitalized costs                 |  |                  | (30,905     | ) |                |   | (53,471     | )
|                                                  |  |                  |             |   |                |   |             |  
|Equity in earnings of unconsolidated entities     |  | $                | 1,035,170   |   |                | $ | 617,827     |  
|                                                  |  |                  |             |   |                |   |             |  
|Total assets                                      |  | $                | 123,828,452 |   |                | $ | 220,436,906 |  
|                                                  |  |                  |             |   |                |   |             |  
|Total long-term debt obligations                  |  | $                | 67,026,212  |   |                | $ | 141,993,558 |  
|                                                  |  |                  |             |   |                |   |             |  



|4. | Deferred Offering and Stock Issuance Costs:
|-- | -------------------------------------------



Beginning on April 16, 2004, the Company offered for sale up to $2 billion in shares of common stock (200 million shares of common stock at $10 per share)
(the Offering), pursuant to a registration statement on Form S-11 under the Securities Act of 1933. The Company has and will continue to incur costs in connection with the Offering and issuance of shares, including filing fees, legal,
accounting, printing, selling commissions, marketing support fees, due diligence expense reimbursements and escrow fees, which are deducted from the gross proceeds of the Offering. As of March 31, 2005, the total offering and stock issuance costs
incurred to date was approximately $22.7 million.



Under the
terms of the Offering, certain affiliates are entitled to receive selling commissions of up to 6.5% of gross offering proceeds on all shares sold, a marketing support fee of up to 2.5% of gross offering proceeds, and reimbursement of actual expenses
incurred in connection with due diligence of the Offering (see note 5). In accordance with the Companys amended and restated articles of incorporation, the total amount of selling commissions, marketing support fees, due diligence expense
reimbursements, and organizational and offering expenses to be paid by the Company may not exceed 13% of the aggregate offering proceeds. Therefore, offering costs of approximately $5.8 million, representing the portion of



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##### Table of Contents

CNL INCOME PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

QUARTER ENDED MARCH 31, 2005

(UNAUDITED)



|4. | Deferred Offering and Stock Issuance Costs (Continued):
|-- | -------------------------------------------------------



those costs exceeding 13% of the offering proceeds, have been deferred as of March 31, 2005. The deferred offering costs will be deducted from future
offering proceeds and reimbursed to affiliates to the extent the costs are within the 13% limitation. The remaining $16.9 million was deducted from the offering proceeds and charged to capital in excess of par value.



|5. | Related Party Arrangements:
|-- | ---------------------------



Certain directors and officers of the Company hold similar positions with CNL Income Corp., a stockholder and the advisor (the Advisor) of the
Company, and with the managing dealer of the Companys public offering, CNL Securities Corp. The Companys chairman of the board indirectly owns a controlling interest in the parent company of the Advisor. These affiliates receive fees and
compensation in connection with the Offering, and the acquisition, management and sale of the Companys assets.



During the quarter ended March 31, 2005, the Advisor earned fees and incurred reimbursable expenses as follows:



|                                        |  |   |          
|--------------------------------------- |  | - | ---------
|Acquisition fees (1):                   |  |   |          
|Acquisition fees from offering proceeds |  | $ | 1,314,491
|Acquisition fees from debt proceeds     |  |   | 3,413,159
|                                        |  |   |          
|                                        |  |   | 4,727,650
|                                        |  |   |          
|Asset management fees (2)               |  |   | 313,973  
|                                        |  |   |          
|Reimbursable expenses (3):              |  |   |          
|Offering costs                          |  |   | 2,234,198
|Acquisition costs                       |  |   | 299,334  
|General and administrative expenses     |  |   | 592,419  
|                                        |  |   |          
|                                        |  |   | 3,125,951
|                                        |  |   |          
|Total                                   |  | $ | 8,167,574
|                                        |  |   |          

---

|(1) | Acquisition fees for services in the selection, purchase, development or construction of real property, generally equal to 3.0% of gross offering proceeds, and 3.0% of loan proceeds
for services in connection with the incurrence of debt. The debt acquisition fees for the quarter ended March 31, 2005 were incurred in connection with the Companys investment in the DMC Partnership with DMC and the partnerships
assumption of mortgage loans upon acquisition of the DMC Property.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Asset management fees of 0.08334% of the Companys real estate asset value, as defined in the Companys prospectus dated April 18, 2005, and the outstanding
principal amount of any mortgage loan as of the end of the preceding month.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The Advisor and its affiliates are entitled to reimbursement of certain expenses incurred on behalf of the Company in connection with the Companys organization, offering,
acquisitions, and operating activities. To the extent that the operating expenses, in any expense year, exceed the greater of 2% of average invested assets or 25% of net income, the advisor shall reimburse the Company, within 60 days after the end
of the expense year, the amount by which the total operating expenses paid or incurred by the Company exceed the greater of the 2% or 25% threshold. The first expense year and measurement period will be the 12 month period ending June 30, 2005.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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CNL INCOME PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

QUARTER ENDED MARCH 31, 2005

(UNAUDITED)



|5. | Related Party Arrangements (Continued):
|-- | ---------------------------------------



The Company also received a temporary advance of approximately $1.3 million from an affiliate of the Advisor to fund distributions paid to stockholders.
The amount was repaid subsequent to March 31, 2005 upon receipt of the Companys first quarter earnings distributions from its unconsolidated entities.



CNL Securities Corp., the managing dealer of the Companys public offering, receives selling commissions of up to 6.5% of gross offering proceeds on
all shares sold, a marketing support fee of up to 2.5% of gross offering proceeds, and reimbursement of actual expenses incurred in connection with due diligence of the Offering. A substantial portion of the selling commissions and marketing support
fees are reallowed to participating broker dealers. During the quarter ended March 31, 2005, the Company incurred the following fees:



|                                               |  |   |          
|---------------------------------------------- |  | - | ---------
|Selling commissions                            |  | $ | 2,789,162
|Marketing support fee & due diligence expenses |  |   | 1,072,755
|                                               |  |   |          
|                                               |  | $ | 3,861,917
|                                               |  |   |          



Amounts due to
affiliates for fees and expenses described above are as follows:



|                                                 |  |               |            |                  |   |            |  
|------------------------------------------------ |  | ------------- | ---------- | ---------------- | - | ---------- | -
|                                                 |  | March 31,2005 |            | December 31,2004 |  
|Due to the Advisor and its affiliates:           |  |               |            |                  |   |            |  
|Offering expenses                                |  | $             | 9,392,576  |                  | $ | 6,960,292  |  
|Asset management fees                            |  |               | 313,973    |                  |   |           |  
|Operating expenses                               |  |               | 541,853    |                  |   | 1,207,252  |  
|Acquisition fees and expenses                    |  |               | 5,757,196  |                  |   | 1,893,200  |  
|Temporary advances                               |  |               | 1,256,360  |                  |   |           |  
|                                                 |  |               |            |                  |   |            |  
|                                                 |  | $             | 17,261,958 |                  | $ | 10,060,744 |  
|                                                 |  |               |            |                  |   |            |  
|Due to CNL Securities Corp:                      |  |               |            |                  |   |            |  
|Selling commissions                              |  | $             | 1,185,904  |                  | $ | 320,767    |  
|Marketing support fees and due diligence expense |  |               | 456,117    |                  |   | 123,373    |  
|Offering costs                                   |  |               |           |                  |   | (90,050    | )
|                                                 |  |               |            |                  |   |            |  
|                                                 |  | $             | 1,642,021  |                  | $ | 354,090    |  
|                                                 |  |               |            |                  |   |            |  



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##### Table of Contents

CNL INCOME PROPERTIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

QUARTER ENDED MARCH 31, 2005

(UNAUDITED)



|6. | Distributions:
|-- | --------------



On January 1, 2005 and February 1, 2005, the Companys board of directors declared a distribution of $0.0417 per share for stockholders of record on
January 1, 2005 and February 1, 2005, respectively, to be paid by March 31, 2005. On February 15, 2005, the Companys board of directors declared a distribution of $0.0438 per share for stockholders of record at the close of business on March
1, 2005, to be paid by March 31, 2005. This represents an increased per share distribution. The January, February, and March distributions were primarily funded with a temporary advance of approximately $1.3 million from an affiliate of the Advisor.
The advance was repaid subsequent to March 31, 2005 upon receipt of the Companys first quarter earnings distributions from its unconsolidated entities.



Approximately 91.5% of the distributions for the quarter ended March 31, 2005 constitute a return of capital for federal income tax purposes. No
amounts distributed to stockholders for the quarter ended March 31, 2005 are required to be or have been treated as a return of capital for purposes of calculating the stockholders return on their invested capital. The characterization for tax
purposes of distributions declared for the quarter ended March 31, 2005, may not be indicative of the characterization of distributions that may be expected for the year ending December 31, 2005.



|7. | Commitment:
|-- | -----------



The Company has committed to contribute approximately $11.2 million to the DMC Partnership upon the partnerships acquisition of the International
Floral and Gift Center (IFGC) located at the Dallas Market Center. The DMC Partnership will purchase the IFGC for approximately $31.0 million and assume approximately $17.0 million in existing debt. It is anticipated that the acquisition
of IFGC will be completed prior to June 30, 2005.



|8. | Subsequent Events:
|-- | ------------------



The Companys board of directors declared distributions of $0.0438 per share to stockholders of record at the close of business on April 1, 2005 and
May 1, 2005, both of which are payable by June 30, 2005. The board of directors also declared a distribution of $0.0458 per share for stockholders of record at the close of business on June 1, 2005, payable by June 30, 2005.



Effective April 20, 2005, the Companys board of directors and the
Advisor agreed to renew the advisory agreement on substantially the same terms and conditions through April 16, 2006.



On May 6, 2005, the Company entered into a commitment with Branch Banking and Trust to execute a $5 million revolving line of credit. The line will
primarily be used for working capital needs, distributions to stockholders and bridge financing on real estate investments. The line of credit will be unsecured, bear interest at the 30-day LIBOR plus 2.25% and have a term of two years. The
financing is expected to be completed by the end of May 2005.



In May 2005, the Company received distribution payments of approximately $2.0 million from its unconsolidated entities, a portion of which was used to repay amounts temporarily advanced by an affiliate of the Advisor to fund first quarter
distributions.



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



INTRODUCTION



The following discussion is based on the condensed consolidated financial statements as of March 31, 2005 and December 31, 2004 and for the quarter ended
March 31, 2005. Amounts as of December 31, 2004 included in the unaudited condensed consolidated financial statements have been derived from audited consolidated financial statements as of that date. This information should be read in conjunction
with the accompanying unaudited condensed consolidated financial statements and the notes thereto, as well as the consolidated financial statements and notes thereto included in the Companys annual report on Form 10-K for the year ended
December 31, 2004.



The following information contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally are characterized by the use of terms such as
may, will, should, plan, anticipate, estimate, intend, predict, believe and expect or the negative of these terms or other
comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements.
Some factors that might cause such a difference include the following: changes in general economic conditions, changes in government regulations, changes in local and national real estate conditions, terrorism, extended U.S. military combat
operations, our ability to obtain a line of credit or permanent financing on satisfactory terms, availability of proceeds from our offering of shares, our ability to identify suitable investments, our ability to close on identified investments, our
ability to locate suitable tenants for our properties and borrowers for mortgage loans, and the ability of such tenants and borrowers to make payments under their respective leases or mortgage loans. Given these uncertainties, we caution you not to
place undue reliance on such statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of
unanticipated events.



OVERVIEW



CNL Income Properties, Inc. was organized pursuant to the laws of the State
of Maryland on August 11, 2003. We were formed primarily to acquire properties in the United States that will be leased on a long-term (generally five to 20 years, plus multiple renewal options), triple-net or gross basis to tenants or operators who
are significant industry leaders. We intend to elect to qualify, and currently operate, as a real estate investment trust (a REIT) for federal income tax purposes. We have retained CNL Income Corp. (the Advisor) as our
advisor to provide management, acquisition, advisory and administrative services.



Beginning on April 16, 2004, we offered for sale up to $2 billion in shares of common stock (200 million shares of common stock at $10 per share) pursuant to a registration statement on Form S-11 under the Securities
Act of 1933, as amended (the Offering). We commenced active operations on June 23, 2004, when the minimum required offering proceeds were received and funds were released to us from escrow. The activities from August 11, 2003 through
June 23, 2004 were devoted to the organization of the Company. As of March 31, 2005 we had received aggregate offering proceeds totaling $130.5 million (13,082,909 shares), including $1.18 million (124,403 shares) purchased through our distribution
reinvestment plan. We have and will continue to use proceeds from the Offering to invest in properties and other permitted investments.



We intend to focus our investment activities on and use the proceeds of our Offering primarily for the acquisition, development and ownership of
properties that we believe (i) are part of an asset class wherein the supply of developed, specific-use real estate is greater than the demand for the intended use of such real estate; (ii) are part of an industry that is experiencing constraints on
the availability of new capital, which we believe typically has the effect of lowering the purchase price of such properties from that which would typically be available; and/or (iii) have the potential for long-term revenue generation based upon
certain demographic data including an aging baby boomer population and associated concentrations of wealth. We have initially begun to invest in, and will most likely continue to invest in, properties in the following assets classes (in no order of
priority):



| |  |  | Property leased to dealerships including, for example, automobile, motorcycle, recreational vehicle and boat dealerships;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | Campgrounds, and manufactured housing, or recreational vehicle (RV) parks, whose operators rent lots and offer other services;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | Health clubs, wellness centers and spa facilities;
| | - |  | --------------------------------------------------



| |  |  | Parking lots, whose operators offer monthly and daily parking space rentals in urban areas;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | Merchandise marts, whose operators lease showrooms to, and host tradeshows for, merchandise manufacturers and wholesalers in major metropolitan areas;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Destination retail and entertainment centers, whose operators develop and lease properties featuring entertainment-oriented stores, restaurants and/or attractions;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Marinas, whose operators offer recreational boat slip rentals and other services such as boat and boat trailer storage, gasoline sales, boat rentals and sales, restaurants, lodging
and related properties offering other nautical related goods and services;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ski resorts, including real estate in and around ski resorts such as ski-in/ski-out alpine villages, townhouses, lodging and other related properties;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Golf courses, including golf clubs and courses that may offer other amenities;
| | - |  | ------------------------------------------------------------------------------



| |  |  | Vacation ownership interests, which entitle a purchaser of the interests to exclusive use of resort accommodations at a resort property or properties for a particular period of time
each year; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other attractions, such as themed amusement parks, water parks, sports-related venues, and cultural facilities such as visual and performing arts centers or zoological parks.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Although these are initially the most likely
asset classes in which we have and will invest, we may acquire or invest in other types of properties which are not listed above that we believe have the potential for long-term revenue generation based upon underwriting criteria and models that we
have developed and/or certain demographic criteria as described above.



Various wholly owned subsidiaries and unconsolidated entities have been and will be formed in the future by us for the purpose of acquiring and owning real estate properties. As of May 9, 2005, we have invested in retail and commercial
properties at seven resort villages and one merchandise mart property. Management expects to continue to acquire properties with a view to diversify among the types of tenants, operators and the geographic location of the properties. The following
is a summary of our investments in properties as of March 31, 2005:



In December 2004 we invested in a partnership that acquired retail and commercial properties at seven resort villages in the U.S. and Canada (the Resort Village Properties). All of the Resort Village Properties were acquired
from Intrawest Corporation (Intrawest), which retained a twenty percent ownership interest in the Resort Village Properties and continues to operate them on behalf of our partnership (the Intrawest Partnership). Although we
own an 80% interest in the Resort Village Properties, our ownership percentage exceeds our economic interest and our voting rights, and Intrawest may receive a greater return than us when the Resort Village Properties perform at certain levels. The
Resort Village Properties consist of approximately 408,000 square feet of leasable space that was 100% economically leased and 94% physically leased as of March 31, 2005.



On February 14, 2005, we formed a partnership (the DMC Partnership) with Dallas Market Center Company, Ltd.
(DMC) that acquired the Trade Mart, the World Trade Center, Market Hall and surface and garage parking areas at the Dallas Market Center (the DMC Property) located in Dallas, Texas. As of March 31, 2005, we had invested
approximately $61.2 million, excluding transaction costs and held an 80% interest in the DMC Partnership. Although we own an 80% interest in the DMC Property and receive a certain return prior to any payments to DMC, DMC has equal voting rights on
the management board of the DMC Property and shares control over certain key decisions with us. The DMC Property is leased to Dallas Market Center Operating, L.P., a subsidiary of the existing management company, Market Center Management Company,
Ltd. (MCMC), which continues to manage the DMC Property. The DMC Property consists of approximately 4.3 million leaseable square feet of showroom and exhibition space.



CRITICAL ACCOUNTING POLICIES



Consolidation. The consolidated financial statements include our accounts and the accounts of our wholly owned
subsidiaries and entities in which we have a controlling interest in accordance with the provisions of Statement of Position 78-9



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Accounting for Investments in Real Estate Ventures (SOP 78-9) or are the primary beneficiary as
defined in FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, (FIN 46). The application of FIN 46 and SOP 78-9 requires management to make significant estimates and judgments about
our, and our venture partners, rights, obligations and economic interests in the related venture entities. The equity method of accounting is applied in the consolidated financial statements with respect to those investments in entities in
which we are not the primary beneficiary under FIN 46 or have less than a controlling interest due to the significance of rights and obligations held by other parties under SOP 78-9.



Investments in Unconsolidated Entities. We recognize equity in earnings of unconsolidated entities under the
hypothetical liquidation at book value (HLBV) method. The determination of equity in earnings under the HLBV method requires management to determine how proceeds from disposition of the investment entities (at net book value at each
measurement date) would be allocated to the various partners of the entities.



LIQUIDITY AND CAPITAL RESOURCES



General



Our principal
demand for funds will be for property acquisitions loans and other permitted investments and the payment of operating expenses and distributions to stockholders. Generally, our cash needs for items other than property acquisitions will be generated
from operations, our investments or advanced from affiliates, although our affiliates are not obligated to advance such funds. We have also received a commitment for a line of credit, which will be used to bridge short term liquidity needs that
arise due to timing of cash receipts and payments.



We intend
to continue to acquire properties and consider making loans and other permitted investments with proceeds from our public offering and permanent debt financing to be obtained. If sufficient capital is not raised, it would limit our ability to
acquire additional properties, make loans or permitted investments. This could impact our ability to raise the distribution rate due to our limited income from operations, unless we choose to borrow to do so.



We intend to continue to pay distributions to our stockholders on a quarterly
basis. Operating cash flows are expected to be generated from properties, loans and other permitted investments to cover such distributions. In the event we are unable to acquire properties at the pace expected, we may not be able to continue to pay
distributions to stockholders or may need to reduce the distribution rate or borrow to continue paying distributions, all of which may negatively impact a stockholders investment in the long term.



We believe that our current and anticipated capital resources, including cash
on hand and the line of credit to be obtained, are sufficient to meet our liquidity needs for the coming year.



Common Stock Offering



As of March 31, 2005, we had received subscription proceeds in connection with the Offering of $130.5 million (13,082,909 shares). We raised on average approximately $14.6 million per month during the first quarter of 2005. During the
period April 1, 2005 through May 9, 2005, we received additional subscription proceeds of approximately $22.5 million (2,252,107 shares). We primarily use the capital we raise to acquire properties and make other permitted investments and to pay
fees and expenses in connection with the Offering and acquisitions.



Investments in and Earnings from Unconsolidated Entities



As of March 31, 2005, we had invested in properties at eight locations through our unconsolidated entities. We are entitled to receive quarterly cash distributions from the unconsolidated entities. These distributions
are generally received within 45 days after quarter end and, when received, contribute to our cash from operating activities. Distributions receivable from our unconsolidated entities as of March 31, 2005 and December 31, 2004 were approximately
$2.0 million and $225,555, respectively. Such amounts were received subsequent to March 31, 2005.



Borrowings



We intend
to borrow money to acquire assets and to pay certain related fees. We have, and may continue to borrow money to pay distributions to stockholders. We also intend to encumber assets in connection with such borrowings. In



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##### Table of Contents

general, the aggregate amount of permanent financing is not expected to exceed 50% of our total assets on an annual
basis, however, it may likely exceed 50% for a limited period in our early acquisition stage. The maximum amount we may borrow is 300% of our net assets in the absence of a satisfactory showing that a higher level of borrowing is appropriate. In
order to borrow an amount in excess of 300% of our net assets, a majority of the independent members of our board of directors must approve the borrowing, and the borrowing must be disclosed and explained to stockholders in our first quarterly
report after such approval occurs.



We plan to obtain lines of
credit, in an amount up to $100 million. The lines of credit may be increased at the discretion of our board of directors and may be repaid with offering proceeds, proceeds from the sale of assets, working capital or permanent financing. On May 6,
2005 we entered into a commitment with Branch Banking and Trust to execute a $5 million revolving line of credit. The line will primarily be used for working capital needs, distributions to stockholders and bridge financing on real estate
investments. The line of credit will be unsecured, bear interest at the 30-day LIBOR plus 2.25% and have a term of two years. The financing is expected to close by the end of May 2005.



Related Party Arrangements



As of March 31, 2005, we owed our Advisor and certain of its affiliates $18.9 million for certain organizational and offering expenses, acquisition fees,
asset management fees, selling commissions, marketing support fees and due diligence expense reimbursements, and operating expenses incurred on our behalf. In accordance with our amended and restated articles of incorporation, the total amount of
certain offering, organization and stock issuance costs we pay may not exceed 13% of the aggregate offering proceeds. Accordingly, approximately $5.8 million of these costs have been capitalized and deferred as of March 31, 2005 with a corresponding
amount due to our Advisor and certain of its affiliates. The deferred offering costs will be deducted from future offering proceeds and reimbursed to affiliates to the extent the costs are within the 13% limitation. In addition, to the extent that
operating expenses payable or reimbursable to affiliates, in any four consecutive fiscal quarters (the Expense Year), exceed the greater of 2% of average invested assets or 25% of net income, the Advisor shall reimburse us, within 60
days after the end of the Expense Year, the amount by which the total operating expenses paid or incurred exceed the greater of the 2% or 25% threshold. This test is applicable for us as of the end of the first Expense Year, which will be the twelve
months ended June 30, 2005.



Distributions



We intend to pay distributions to our stockholders on a quarterly basis. The
amount of distributions declared to our stockholders will be determined by our board of directors and is dependent upon a number of factors, including expected and actual net cash from operations for the year, our financial condition, a balanced
analysis of value creation reflective of both current and long-term stabilized cash flows from our properties, our objective of continuing to qualify as a REIT for federal income tax purposes, the actual operating results of each quarter, economic
conditions, other operating trends, capital requirements and avoidance of volatility of distributions. Operating cash flows are expected to be generated from properties, loans and other permitted investments acquired or made by us.



On January 1, 2005 and February 1, 2005, our board of directors declared a
distribution of $0.0417 per share for stockholders of record on January 1, 2005 and February 1, 2005, respectively, to be paid by March 31, 2005. On February 15, 2005, our board of directors declared a distribution of $0.0438 per share for
stockholders of record at the close of business on March 1, 2005, to be paid by March 31, 2005. This represents an increased per share distribution.



Approximately 91.5% of the distributions for the quarter ended March 31, 2005 constitute a return of capital for federal income tax purposes. No amounts
distributed to stockholders for the quarter ended March 31, 2005 are required to be or have been treated as a return of capital for purposes of calculating the stockholders return on their invested capital. The characterization for tax
purposes of distributions declared for the quarter ended March 31, 2005, may not be indicative of the characterization of distributions that may be expected for the year ending December 31, 2005. Due to the difference in the timing of distributions
that we receive from the Resort Village Properties and the distributions that we pay our stockholders distributions, a portion of the January, February and March distributions were funded with a temporary advance from an affiliate of our
Advisor in the approximate amount of $1.3 million.



In May
2005, we received distribution payments of approximately $2.0 million from the unconsolidated entities, a portion of which was used to repay amounts temporarily advanced by an affiliate of the Advisor to fund first quarter distributions.



Our board of directors declared distributions of $0.0438 per share to
stockholders of record at the close of business on April 1, 2005 and May 1, 2005, both of which are payable June 30, 2005. Our board of directors also declared a distribution of $0.0458 per share for stockholders of record at the close of business
on June 1, 2005, payable by June 30, 2005. This represents an increased per share distribution.



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Cash Flow Analysis



Our net cash flow provided by operating activities of approximately $141,000 for the quarter ended March 31, 2005 was primarily attributable to interest
earned on invested cash net of payments made for operating expenses. Subsequent to March 31, 2005, we received distributions of approximately $2.0 million from our unconsolidated entities in payment of our first quarter earnings.



Cash flows used in investing activities were approximately $64.0 million and
consisted principally of contributions made to acquire our interests in the DMC Partnership for $61.2 million and the payment of acquisition fees and costs of $2.1 million.



The net cash flows provided by financing activities, totaling approximately $40.9 million, are attributable to the receipt
of subscription proceeds, net of the payment of stock issuance costs in connection with the offering and distributions paid to stockholders.



RESULTS OF OPERATIONS



From the time of our formation on August 11, 2003 through June 23, 2004, we had not commenced active operations because we were in our organizational
stage and had not received the minimum required offering amount of $2.5 million (250,000 shares). Operations commenced on June 23, 2004 when we received aggregate subscription proceeds in excess of the minimum offering amount. Our net income of
$992,168 for the quarter ended March 31, 2005 included $533,773 in general operating and administrative expenses and $313,973 in asset management fees earned by our Advisor. We recognized equity in earnings of approximately $1.7 million generated
from our investments in unconsolidated entities and earned interest income of $186,917. Our results of operations for the quarter ended March 31, 2005 are not necessarily indicative of what the results of operations will be for the year ending
December 31, 2005.



OTHER



Funds from Operations



We consider funds from operations (FFO) to be an indicative measure of operating performance due to the
significant effect of depreciation of real estate assets on net income. FFO, based on the revised definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT) and as used herein,
means net income determined in accordance with GAAP, excluding gains or losses from sales of property, plus depreciation and amortization of real estate assets and after adjustments for unconsolidated partnerships and joint ventures. We believe that
by excluding the effect of depreciation and amortization, FFO can facilitate comparisons of operating performance between periods and between other equity REITs. FFO was developed by NAREIT as a relative measure of performance of an equity REIT in
order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. However, FFO (i) does not represent cash generated from operating activities determined in accordance with GAAP (which, unlike
FFO, generally reflects all cash effects of transactions and other events that enter into the determination of net income), (ii) is not necessarily indicative of cash flow available to fund cash needs and (iii) should not be considered as an
alternative to net income determined in accordance with GAAP as an indication of our operating performance, or to cash flow from operating activities determined in accordance with GAAP as a measure of either liquidity or our ability to make
distributions. FFO as presented may not be comparable to amounts calculated by other companies. Accordingly, we believe that in order to facilitate a clear understanding of the consolidated historical operating results, FFO should be considered in
conjunction with our net income and cash flows as reported in the accompanying consolidated financial statements and notes thereto.



Reconciliation of net income to FFO for the quarter ended March 31, 2005:



|                                                   |  |   |            |  
|-------------------------------------------------- |  | - | ---------- | -
|Net income                                         |  | $ | 992,168    |  
|                                                   | 
|Adjustments:                                       |  |   |            |  
|Equity in earnings of unconsolidated entities      |  |   | (1,652,997 | )
|Pro-rata share of FFO from unconsolidated entities |  |   | 2,404,758  |  
|                                                   |  |   |            |  
|Total funds from operations                        |  | $ | 1,743,929  |  
|                                                   |  |   |            |  



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OFF BALANCE SHEET ARRANGEMENTS



We hold interests in unconsolidated entities that may affect our results of
operations, financial liquidity, and capital expenditures. Our equity in earnings from unconsolidated entities for the quarter ended March 31, 2005 contributed approximately $1.7 million to our results of operations. The partnership agreements
governing the allocation of cash flows from the entities provide for the payment of a preferred return on our invested capital and thereafter in accordance with specified residual sharing percentages. With respect to our investment in the Intrawest
Partnership, Intrawest may receive a greater return than us when the Resort Village Properties perform at certain levels.



Intrawest executed leases as a tenant for all unleased space at the time that we acquired the Resort Village Properties and guaranteed the leases for all
space then leased to Intrawest or its affiliates. The failure of Intrawest to meet this commitment would put us at risk in the event of a default or vacancy thereby potentially reducing our expected return.



In connection with the two loans encumbering the Resort Village Properties,
if we engage in certain prohibited activities, we could become liable for the obligations of the unconsolidated entities which own the Resort Village Properties for certain enumerated recourse liabilities related to those entities and the Resort
Village Properties. In the case of the borrowing for the Resort Village Properties located in Canada, our obligations are such that we could become liable for the entire loan if we triggered a default due to bankruptcy or other similar events.



We may also be responsible for a portion of capital
expenditures for the Resort Village Properties. We do not expect to make any significant capital expenditures or contributions for these properties in the near term.



Borrowings of our unconsolidated entities



Upon closing the first tranche of the acquisition of the Dallas Market Center on February 14, 2005, the DMC Partnership became obligated for
approximately $143 million in existing debt on the DMC Property. The securitized loan bears interest at a blended rate of 6.04% and requires monthly principal and interest payments of $889,145. The loan matures in September 2014 and allows
prepayment after October 2006 under certain terms and conditions. The DMC Partnership also plans to acquire the International Floral and Gift Center (the IFGC). Upon acquisition of IFGC, the DMC Partnership will become obligated for
approximately $17 million in existing debt on the property. The IFGC loan bears interest at a fixed rate of 5.45% and requires aggregate monthly principal and interest payments of $110,663. The loan matures on September 2012 and allows prepayment
after August 2006 under certain terms and conditions.



COMMITMENTS AND CONTRACTUAL OBLIGATIONS



The following table presents our contingent commitments and contractual obligations and the related payment periods as of March 31, 2005 (in thousands):



|                                      |  |                 |   |           |   |           |  |                 |       |       |   |  |   |      
|------------------------------------- |  | --------------- | - | --------- | - | --------- |  | --------------- | ----- | ----- | - |  | - | -----
|                                      |  | Payments due in
|                                      |  | Less than1 year |   | Years 1-3 |   | Years 3-5 |  | Morethan 5years |       | Total
|Contingent purchase consideration (1) |  | $               |  |           | $ |          |  | $               | 3,750 |       |  |  | $ | 3,750
|                                      |  |                 |   |           |   |           |  |                 |       |       |   |  |   |      
|Total contractual obligations         |  | $               |  |           | $ |          |  | $               | 3,750 |       |  |  | $ | 3,750
|                                      |  |                 |   |           |   |           |  |                 |       |       |   |  |   |      

---

|(1) | In connection with the purchase of the Resort Village Property located at Copper Mountain, Colorado, the Intrawest Partnership agreed to pay additional future purchase consideration
contingent upon the Copper Mountain property achieving certain levels of financial performance, as specified in the purchase and sale agreement. The amount of the contingent purchase price will be determined as of December 31, 2008, and in no event,
will the amount exceed $3.75 million. We have guaranteed the payment of the contingent purchase price to Intrawest on behalf of the Intrawest Partnership, of which, we own 80%.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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In connection with our investment in the DMC Partnership and its acquisition of the DMC Property, we have
also committed to acquire an 80% interest in the IFGC. We anticipate that we will contribute $11.2 million to the DMC Partnership to acquire the IFGC and that it will close prior to June 30, 2005, or within 60 days of lender approval of such
acquisition. Lender approval was received on May 4, 2005.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



We may be exposed to interest rate changes primarily as a result of long-term debt used to acquire properties and we may make loans and other permitted
investments. Our interest rate risk management objectives will be to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives, we expect to borrow primarily at fixed
rates or variable rates with the lowest margins available, and in some cases, with the ability to convert variable rates to fixed rates. With regard to variable rate financing, we will assess interest rate cash flow risk by continually identifying
and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities.



As of March 31, 2005, we had not made any loans and did not have any direct borrowings under long-term debt or a line of credit. However, on May 6, 2005
we entered into a commitment with Branch Banking and Trust to execute a $5 million revolving line of credit. The line will primarily be used for working capital needs, distributions to stockholders and bridge financing on real estate investments.
The line of credit will be unsecured, bear interest at the 30-day LIBOR plus 2.25% and have a term of two years. The financing is expected to close by the end of May 2005.



We are indirectly exposed to foreign currency risk related to our investment in unconsolidated Canadian entities. We are
also indirectly exposed to credit risk and interest rate risk due the properties, mortgages and leasing activities in our unconsolidated entities. However, we believe our risk of foreign exchange loss and exposure to credit and interest rate risks
are adequately mitigated as a result of our right to receive a preferred return on our investment from the unconsolidated entities.



Item 4. Controls and Procedures



Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the Exchange Act), our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has carried out an
evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon that evaluation, our management, including
our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures are effective, as of the end of the period covered by this report, in alerting our management in a timely manner to information
required to be disclosed in our periodic SEC filings.



Included
as Exhibits 31.1 and 31.2 to this quarterly report on Form 10-Q are Certifications of the Companys Chief Executive Officer and Chief Financial Officer. The certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of
2002. This section of the quarterly report on Form 10-Q is the information concerning the evaluation referred to in the Section 302 certifications. This information should be read in conjunction with the Section 302 certifications for a more
complete understanding of the topics presented.



Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports
filed under the Exchange Act is accumulated and communicated to management, including the Companys Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.



PART II Other Information



Item 1. Legal Proceedings  None



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



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Use of Proceeds from Registered Securities



We registered, pursuant to a registration statement under the Securities Act of 1933 (SEC File Number 333-108355) that
became effective on April 16, 2004, the offering and sale of up to $2 billion in shares of common stock (200 million shares of common stock at $10 per share subject to discounts in certain cases). Of the 200 million shares of common stock that we
registered, we initially designated five million shares at $9.50 per share for participants in our reinvestment plan.



As of March 31, and May 9, 2005, we have sold $130.5 million (13,082,909 shares), and $153.0 million (15,335,016 shares) respectively, in connection with
the Offering. The shares sold and the gross offering proceeds received from such sales do not include the 20,000 shares purchased by the Advisor for $200,000 preceding the commencement of the initial offering or the $1.2 million (117,708 restricted
common shares) issued to CNL Financial Group, Inc. a company affiliated with our Advisor and wholly owned indirectly by our chairman of the board and his wife in December 2004. As of March 31, 2005, we have sold $1.18 million (124,403 shares) in
connection with our distribution reinvestment plan, and we have incurred the following expenses in connection with the issuance of our registered securities:



|                                                 |  |   |           
|------------------------------------------------ |  | - | ----------
|Selling commissions                              |  | $ | 8,185,679 
|Marketing support fee and due diligence expenses |  |   | 3,148,726 
|Offering costs and expenses                      |  |   | 5,604,713 
|                                                 |  |   |           
|Offering and stock issuance costs (1)            |  | $ | 16,939,118
|                                                 |  |   |           

---

|(1) | The total amount of selling commissions, marketing support fees, due diligence expense reimbursements and other organizational and offering expenses are subject to an expense cap
and may not exceed 13% of the gross offering proceeds. An additional $5.8 million of costs incurred in connection with the Offering (exceeding the 13% expense cap) has been deferred as of March 31, 2005. The deferred offering costs will be deducted
from future offering proceeds and reimbursed to affiliates to the extent that the costs are within the 13% limitation.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The selling commissions, marketing support fee and due diligence expenses are paid to CNL Securities Corp., an affiliate of the Advisor which acts as our
managing dealer, and a substantial portion of the selling commissions, marketing support fee and due diligence expenses are reallowed to third party participating broker-dealers. Other offering costs and expenses have been incurred by, and are
payable to an affiliate of our Advisor.



The net offering
proceeds from the Offering, after deducting the total expenses described above, was $113.5 million at March 31, 2005. As of March 31, 2005 we had used approximately $110.2 million to acquire properties owned through our unconsolidated entities, of
which approximately $3.3 million in acquisition fees were paid to our Advisor.



Item 3. Defaults Upon Senior Securities - None



Item 4. Submission of Matters to a Vote of Security Holders - None



Item 5. Other Information  None



Item 6. Exhibits



The following
documents are filed as part of this report.



|    |  |                                                                                                                                                                                                                                                                                                                      
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 |  | Purchase and Sale Agreement between Whistler Mountain Resort Limited Partnership and Intrawest Corporation as Sellers and US Canadian Trust Alpha as Purchaser dated as of December 3, 2004
(Previously filed as Exhibit 2.1 to the Report on Form 8-K filed December 9, 2004, and incorporated herein by reference.)
|    | 
|2.2 |  | Purchase and Sale Agreement (Copper Mountain Commercial Properties) between the Sellers and CNL Village Retail Partnership, LP as Purchaser dated as of December 3, 2004 (Previously filed
as Exhibit 2.2 to the Report on Form 8-K filed December 9, 2004, and incorporated herein by reference.)                   



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.3  |  | Schedule of Omitted Purchase and Sale Agreements (Previously filed as Exhibit 2.3 to the Report on Form 8-K filed December 17, 2004, and incorporated herein by
reference.)                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 
|2.4  |  | Amended and Restated Partnership Interest Purchase Agreement by and between CNL Income Properties, Inc. and Dallas Market Center Company, Ltd. as of January 14, 2005 (Previously filed as
Exhibit 2.4 to Post Effective Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed March 3, 2005, and incorporated herein by reference.)                                                                                                                                                                                                                  
|     | 
|3.1  |  | CNL Income Properties, Inc. Amended and Restated Articles of Incorporation (Previously filed as Exhibit 3.3 to the Registration Statement on Form S-11 (File No. 333-108355) filed March 16,
2004, and incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                                
|     | 
|3.2  |  | CNL Income Properties, Inc. Bylaws (Previously filed as Exhibit 3.4 to the Registration Statement on Form S-11 (File No. 333-108355) filed March 16, 2004, and incorporated herein by
reference.)                                                                                                                                                                                                                                                                                                                                                                                        
|     | 
|3.3  |  | Articles of Amendment to the Amended and Restated Articles of Incorporation of CNL Income Properties, Inc. (Previously filed as Exhibit 3.5 to the Registration Statement on Form S-11 (File
No. 333-108355) filed April 9, 2004, and incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                 
|     | 
|3.4  |  | Bylaws of CNL Income Properties, Inc. (Previously filed as Exhibit 3.1 to the Report on Form 8-K filed May 9, 2005, and incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|4.1  |  | CNL Income Properties, Inc. Amended and Restated Articles of Incorporation (Previously filed as Exhibit 3.3 to the Registration Statement on Form S-11 (File No. 333-108355) filed March 16,
2004, and incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                                
|     | 
|4.2  |  | Articles of Amendment to the Amended and Restated Articles of Incorporation of CNL Income Properties, Inc. (Previously filed as Exhibit 3.5 to the Registration Statement on Form S-11 (File
No. 333-108355) filed April 9, 2004, and incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                 
|     | 
|4.3  |  | Bylaws of CNL Income Properties, Inc. (Previously filed as Exhibit 3.1 to the Report on Form 8-K filed May 9, 2005, and incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|4.4  |  | Form of Reinvestment Plan (Included in the Prospectus as Appendix A which was filed as part of the Registration Statement on Form S-11 (File No. 333-108355) filed April 15, 2004, and
incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                                                
|     | 
|10.1 |  | Form of Escrow Agreement between CNL Income Properties and SouthTrust Bank (Previously filed as Exhibit 10.1 to the Registration Statement on Form S-11 (File No. 333-108355) filed March
16, 2004, and incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                               
|     | 
|10.2 |  | Advisory Agreement dated April 20, 2005 (filed herewith.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | 
|10.3 |  | Form of Reinvestment Plan (Included in the Prospectus as Appendix A which was filed as part of the Registration Statement on Form S-11 (File No. 333-108355) filed April 15, 2004, and
incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                                                                
|     | 
|10.4 |  | Indemnification Agreement between CNL Income Properties, Inc. and James M. Seneff, Jr. dated March 2, 2004. Each of the following directors and/or officers has signed a substantially similar
agreement: Robert A. Bourne, Bruce Douglas, Dennis N. Folken, Robert J. Woody dated March 2, 2004 and Thomas J. Hutchison III, R. Byron Carlock, Jr., Tammie A. Quinlan and Charles A. Muller dated April 19, 2004. (Previously filed as Exhibit 10.4
to the Quarterly Report on Form 10-Q for the period ended June 30, 2004, filed August 4, 2004 and incorporated herein by reference.)
|     | 
|10.5 |  | Credit Agreement dated December 3, 2004 between R&H US Canadian Property Limited, Borrower and CNL Income Partners, LP, Lender (Previously filed as Exhibit 10.5 to Post Effective
Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed March 3, 2005, and incorporated herein by reference.)                                                                                                                                                                                                                                                        



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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.6  |  | Credit Agreement dated December 3, 2004 between R&H US Canadian Property Limited, Borrower and Intrawest Resorts, Inc., Lender (Previously filed as Exhibit 10.6 to Post Effective
Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed March 3, 2005, and incorporated herein by reference.)                                                                                                
|      | 
|10.7  |  | Master Lease Agreement dated December 3, 2004 by and between Whistler Mountain Resort Limited Partnership, as Landlord and CNL Income Canada Lessee Corp., as Tenant (Previously filed as
Exhibit 10.7 to Post Effective Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed March 3, 2005, and incorporated herein by reference.)                                                          
|      | 
|10.8  |  | Schedule of Omitted Lease Agreements (Previously filed as Exhibit 10.8 to Post Effective Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed March 3,
2005, and incorporated herein by reference.)                                                                                                                                                                                          
|      | 
|10.9  |  | Property Management Agreement dated December 3, 2004 between Playground Real Estate Ltd. (Manager) and CNL Income Canada Lessee Corp. (Head Lessee) (Previously filed as Exhibit 10.9 to
Post Effective Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed March 3, 2005, and incorporated herein by reference.)                                                                           
|      | 
|10.10 |  | Property Management Agreement dated as of December 3, 2004 between Intrawest U.S. Commercial Property Management, Inc. (Manager) and CNL Income Mammoth, LP (Owner) (Previously filed as
Exhibit 10.10 to Post Effective Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed March 3, 2005, and incorporated herein by reference.)                                                          
|      | 
|10.11 |  | Schedule of Omitted Management Agreements (Previously filed as Exhibit 10.11 to Post Effective Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed
March 3, 2005, and incorporated herein by reference.)                                                                                                                                                                                    
|      | 
|10.12 |  | Loan Agreement dated December 16, 2004 between CNL Village Retail Partnership, LP, Borrower and Intrawest Resort Finance, Inc., Lender (Previously filed as Exhibit 10.12 to Post Effective
Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed March 3, 2005, and incorporated herein by reference.)                                                                                       
|      | 
|10.13 |  | R&H US Canadian Property Limited, US Canadian Property Alpha Blue Mountain Nominee Corp., and US Canadian Property Alpha Whistler Nominee Corp, Borrowers and Congress Financial
Corporation (Canada), Lender, Loan Agreement (Previously filed as Exhibit 10.13 to Post Effective Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed March 3, 2005, and incorporated herein by
reference.)
|      | 
|10.14 |  | Amended and Restated Limited Partnership Agreement of CNL Village Retail Partnership, LP dated December 3, 2004 (Previously filed as Exhibit 10.5 to the Report on Form 8-K filed December
9, 2004, and incorporated herein by reference.)                                                                                                                                                                                       
|      | 
|10.15 |  | Master Lease dated as of February 14, 2005 by and between WTC-Trade Mart, L.P., a Delaware limited partnership as landlord, and Dallas Market Center Operating, L.P., a Delaware limited
partnership as tenant (Previously filed as Exhibit 10.15 to Post Effective Amendment No. One to the Registration Statement on Form S-11 (File No. 333-108355) filed March 3, 2005, and incorporated herein by reference.)               
|      | 
|31.1  |  | Certification of the Chief Executive Officer, Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)                                                                                                                                                                                                                                                                
|      | 
|31.2  |  | Certification of the Chief Financial Officer, Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)                                                                                                                                                                                                                                                                
|      | 
|32.1  |  | Certification of the Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(Filed
herewith.)                                                                                                                                                                                                                                                         
|      | 
|32.2  |  | Certification of the Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)                                                                                                                                                                                                                                                        



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on the 11th day of May, 2005.



CNL INCOME PROPERTIES, INC.By:

/s/ Thomas J. Hutchison IIITHOMAS J. HUTCHISON IIIChief Executive Officer(Principal Executive Officer)By:

/s/ Tammie A. QuinlanTAMMIE A. QUINLANSenior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)




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