UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                               ------------------

                                    FORM 10-K

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange   Act  of  1934 for the June 1, 2002 (Commencement of
         Operations) to December 31, 2002

[ ]      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  333-83816-03
                                                                 --------------

                 SALOMON BROTHERS MORTGAGE SECURITIES VII INC
             (Exact name of registrant as specified in its charter)


       Delaware                                       75-2533468
 (State or other jurisdiction of               (IRS Employer Identification No.)
     incorporation)

388 Greenwich Street
New York, NY                                                    10013
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code :  (212) 783-5635

                                 2002-CB3 Trust
         C-BASS Mortgage Loan Asset-Backed Certificates, Series 2002-CB3
            (Title of each class of securities covered by this Form)

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

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Documents incorporated by reference:  None



<PAGE>

SALOMON BROTHERS MORTGAGE SECURITIES VII INC
2002-CB3 Trust
C-BASS Mortgage  Loan  Asset-Backed  Certificates,  Series 2002-CB3
-----------------------------------------------------------------------


PART I

Item 1.  Business

         Omitted.

Item 2.  Properties

         Omitted.

Item 3.  Legal Proceedings

The  Registrant is not aware of any material legal  proceeding  with respect to,
the Company, the Master Servicer or the Trustee, as related to the Trust.

Item 4.  Submission of Matters to a Vote of Security Holders

No  matter  was  submitted  to a vote  or  consent  of  Holders  of the  Offered
Certificates during the fiscal year covered by this report.


PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

The Trust does not issue stock. There is currently no established secondary
market for the Certificates.   As of December 31, 2002, the number of holders of
each Class of Offered Certificates was 17.


Item 6.  Selected Financial Data

         Omitted.

Item 7.  Management's Discussion and Analysis of Financial condition and
         Results of Operations

         Omitted.

Item 8.  Financial Statements and Supplementary Data

         Omitted.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

There was no change of  accountants  or  disagreement  with  accountants  on any
matter of accounting principles or practices or financial disclosure.



                                      -2-

<PAGE>

PART III

Item 10. Directors and Executive Officers of the Registrant

         Omitted.

Item 11. Executive Compensation

         Omitted.

Item 12. Security Ownership of Certain Beneficial Owners and Management

         Omitted.


Item 13. Certain Relationships and Related Transactions

No reportable transactions have occurred.


PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) The following documents are filed as part of this report:

    (1) Financial Statements:
         Omitted.

    (2)  Financial Statement Schedules:
         Omitted.

    (3)  Exhibits:

     Annual Statement as to Compliance,  filed as Exhibit 99.1 hereto.
     Annual Independent Public Accountants' Servicing Report
            filed as Exhibit 99.2 hereto.

(b)  Reports on Form 8-K: The  following  Current  Reports on Form 8-K were
     filed by the Registrant for the last quarter of 2002.

     Current Reports on Form 8-K dated October 25, 2002,  November 25, 2002, and
December  26, 2002 were filed for the  purpose of filing the  Monthly  Statement
sent to the Holders of the Offered  Certificates  for payments  made on the same
date. The items reported in such Current Report were Item 5 (Other Events).

(c)   Exhibits to this report are listed in Item (14)(a)(3) above.

                                      -3-

<PAGE>

Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
Act of 1934 for the fiscal year ended December 31, 2002

SALOMON BROTHERS MORTGAGE SECURITIES VII INC
2002-CB3 Trust
C-BASS Mortgage  Loan  Asset-Backed  Certificates,  Series 2002-CB3
-----------------------------------------------------------------------

SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                        LITTON LOAN SERVICING LP


                        By:  /s/ Larry B. Litton, Sr.
                            -----------------------------------------
                            Name:  Larry B. Litton, Sr.
                            Title: President and  CEO


                        Date: March 19, 2003
                             -----------------------




                                      -4-
<PAGE>


                                 CERTIFICATION


                                 2002-CB3 TRUST,
                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                                 SERIES 2002-CB3

                             issued pursuant to the

Pooling and  Servicing  Agreement,  dated as of June 1, 2002 (the  "Agreement"),
among  Salomon  Brothers  Mortgage  Securities  VII,  Inc.,  as  depositor  (the
"Depositor"),  Credit-Based  Asset Servicing and  Securitization  LLC, as seller
(the  "Seller"),  Litton Loan  Servicing LP, as servicer (the  "Servicer"),  and
JPMorgan Chase Bank, as trustee (the "Trustee")

I, Larry B. Litton, Sr., President and CEO, certify that:

     1. I have reviewed this annual report on Form 10-K, and all reports on Form
8-K  containing  distribution  or servicing  reports filed in respect of periods
included in the year covered by this annual  report,  of the 2002-CB3 Trust (the
"Trust");

     2. Based on my knowledge,  the  information  in these  reports,  taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a  material  fact  necessary  to make  the  statements  made,  in  light  of the
circumstances  under which such  statements  were made, not misleading as of the
last day of the period covered by this annual report;

     3. Based on my knowledge, the servicing information required to be provided
to the Trustee by the Servicer is included in these reports;

     4. I am responsible for reviewing the activities  performed by the Servicer
under the  pooling  and  servicing,  or  similar,  agreement  and based  upon my
knowledge and the annual  compliance  review required under that agreement,  and
except as disclosed in the reports,  the Servicer has fulfilled its  obligations
under that agreement; and

     5. The  reports  disclose  all  significant  deficiencies  relating  to the
Servicer's compliance with the minimum servicing standards based upon the report
provided by an  independent  public  accountant,  after  conducting  a review in
compliance with the Uniform Single  Attestation  Program for Mortgage Bankers or
similar  procedure,  as set forth in the  pooling  and  servicing,  or  similar,
agreement, that is included in these reports.

     6.  In  giving  the  certifications  above,  I have  reasonably  relied  on
information provided to me by the following unaffiliated parties: the Trustee.


                        LITTON LOAN SERVICING LP


                        By: /s/ Larry B. Litton, Sr.
                            -----------------------------------------
                            Name:  Larry B. Litton, Sr.
                            Title: President and  CEO


                        Date:  March 19, 2003
                             -----------------------


                                      -5-

<page>

SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

The  registrant  has not sent an annual report or proxy material to its security
holders.  The registrant  will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.

                                      -6-
<PAGE>


                                 EXHIBIT INDEX

Exhibit     Description

 99.1       Servicer's Annual Statement of Compliance
 99.2       Servicer's Annual Independent Accountant's Report



                                      -7-
<PAGE>


EXHIBIT 99.1 - Servicer's Annual Statement of Compliance




LITTON LOAN SERVICING, LP
an affiliate of C-BASS

4828 Loop Central Drive                 Telephone 713.960.9676
Houston, Texas  77081                         Fax 713.966.8830

January 10, 2003

     As of  December  31,  2002,  Litton Loan  Servicing  LP (the  Company)  has
complied in all material  respects  with the minimum  servicing set forth in the
Mortgage Bankers  Association of America's  Uniform Single Attestion Program for
Mortgage Bankers.  As of and for this same period,  Litton Loan Servicing LP had
in effect a  fidelity  bond in the  amount  of  $15,000,000  and an  errors  and
omissins policy in the amount of $15,000,000.

     In January 2003, the Company identified certain custodial accounts that had
not been  reconciled  timely  during  the year ended  December  31,  2002.  Upon
notfication of this issue, management immediately began an effort to bring these
custodial accounts current.  The Company has currently  reconciled all custodial
accounts,  and has  implemented  controls  to ensure  the  timely  and  accurate
reconcilation of custodial accounts.


/s/ Larry B. Litton, Sr.
-----------------------------------------
Larry B. Litton, Sr., President & CEO



/s/ Janice McClure
------------------------------------------
Janice McClure, Senior Vice President



                                      -8-
<page>



EXHIBIT 99.2 - Servicer's Annual Independent Accountant's Report




Deloitte & Touche LLP
Suite 2300
333 Clay Street
Houston, Texas  77002

INDEPENDENT AUDITORS' REPORT

To the Partners of Litton Loan Servicing LP:

     We have examined  management's  assertion  about Litton Loan Servicing LP's
(the "Company")  compliance with the minimum servicing  standards  identified in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers as of and for the year ended December 31, 2002, included in
the  accompanying  management  assertion.  Management  is  responsible  for  the
Company's compliance with those minimum servicing standards.  Our responsibility
is  to  express  an  opinion  on  management's  assertion  about  the  Company's
compliance based on our examination.

     Our examination  was made in accordance  with standards  established by the
American  Institute of Certified Pubic  Accountants and,  accordingly,  included
examining, on a test basis, evidence about the Company's compliance with minimum
servicing  standards  and  performing  such other  procedures  as we  considered
necessary  in the  circumstances.  We believe  that our  examination  provides a
reasonable  basis for our  opinion.  Our  examination  does not  provide a legal
determination of the Company's compliance with the minimum servicing standards.

     In our opinion,  management's  assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 2002 is fairly stated, in all material respects.

/s/ Deloitte & Touche LLP
---------------------------------------------

January 10, 2003

                                      -9-