**SECURITIES AND EXCHANGE COMMISSION****Washington, D.C.  20549****UNITED STATES****FORM 10-K****[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934****[    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**(State or Other Jurisdiction(Telephone number, including area code)**C-Bass Mortgage Loan Trust 2007-CB3****Delaware**(I.R.S. Employer Identification No.)**01-0791848**(Commission file number of Issuing Entity) (Address of Principal Executive Offices)**New York, New York****390 Greenwich Street**(Zip Code)**10013****(212) 816-6000**Securities registered pursuant to Section 12(b) of the Act:**None.**Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.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. For the fiscal year ended December 31, 2007orFor the transition period from _____________ to _____________(Exact name of Issuing Entity)Securities registered pursuant to Section 12(g) of the Act:**None.**Indicate by check mark  if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Indicate by check mark  if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) 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.                      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).**[ Yes]**Documents incorporated by reference:State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.**Not Applicable.****[X No]****[ Yes] [X No]****[X Yes] [   N o ]****[X]****[  Yes] [X No]****Large accelerated filer [ ]****Accelerated filer [ ]****Non-accelerated filer [X]**(Exact Name of Registrant as Specified in its Charter)(Exact Name of Sponsor as Specified in its Charter)**Citigroup Mortgage Loan Trust Inc. (Depositor)****CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC****333-138237-11**Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.**Not Applicable.**Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the last practicable date.**Not Applicable.**List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:  (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).**None.****Smaller reporting company [ ]****PART I****Item 1. Business.****Item 1A. Risk Factors.****Item 1B. Unresolved Staff Comments.****Item 2. Properties.****Item 3. Legal Proceedings.****Item 4. Submission of Matters to a Vote of Security Holders.**Omitted.Omitted.Omitted.Omitted.Omitted.None.**Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.****Item 6. Selected Financial Data.****Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.****Item 7A. Quantitative and Qualitative Disclosures About Market  Risk.****Item 8. Financial Statements and Supplementary Data.****Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.****Item 9A. Controls and Procedures.****PART II**Omitted.Omitted.Omitted.Omitted.Omitted.Omitted.Omitted.Omitted.**Item 9A(T). Controls and Procedures.****Item 9B. Other Information.**No disclosure is required to be provided.**Item 10. Directors and Executive Officers and Corporate Governance.****Item 11. Executive Compensation.****Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.****Item 13. Certain Relationships and Related Transactions, and Director Independence.****Item 14. Principal Accounting Fees and Services.****PART III**Omitted.Omitted.Omitted.Omitted.Omitted.**Item 1112(b) of Regulation AB.****Item 1117 of Regulation AB.****Item 1119 of Regulation AB.****Item 1122 of Regulation AB.****Servicer Compliance Statement.****Significant Obligors of Pool Assets (Financial Information).****Legal Proceedings.****Affiliations and Certain Relationships and Related Transactions.****Compliance with Applicable Servicing Criteria****Item 1123 of Regulation AB.**There are no legal proceedings pending against the sponsor, the depositor, the tustee, the issuing entity, the servicer or the originators that is material to certificateholders.No single obligor represents 10% or more of the pool assets held by the issuing entity.No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114(a) of Regulation AB.Barclays Bank plc provides an interest rate swap agreement for the trust as disclosed in the 424 Prospectus.  No additional disclosure is necessary because the significance percentage for the interest rate swap agreement is less than 10%.**Item 1115(b) of Regulation AB.**The information regarding this Item has been previously filed in a 424(b)(5) filing dated March 23, 2007 and an 8-K Filing dated December 13, 2007.See Exhibit 33 and Exhibit 34.The assessment of compliance of Litton Loan Servicing LP ("Litton") disclosed the following instances of noncompliance:Reconciliations for Asset-Backed Securities Related Bank Account - 1122(d)(2)(vii) Investor bank account reconciliations included certain reconciling items that were not resolved within 90 calendar days of their original identification. Loan Buyouts from Pool Assets - 1122(d)(4)(iii) Certain loan buyouts from pool assets were not made within timeframes established in the transaction agreements.Loan Modifications - 1122(d)(4)(vi) Certain loans were modified during the Reporting Period that included a modified maturity date that exceeded the latest maturity date established in the transaction agreements.Litton has implemented the following remediation procedures:Reconciliations for Asset-Backed Securities Related Bank Account - 1122(d)(2)(vii) The controls over the investor bank account reconciliation process are adequately designed and operating effectively.  In the fourth quarter of 2007, Litton had reduced the number of investor bank account reconciliations which included reconciling items that were not resolved within 90 calendar days of their original identification to less than 4%.Litton's key monitoring controls include an account reconciliation status report, and a key performance indicator report which monitors bank account reconciliation timeliness, and the percentage of accounts which have 90-day reconciling items.  Senior servicing management review both of these monitoring reports monthly.Loan Buyouts from Pool Assets - 1122(d)(4)(iii) Litton is in the process of incorporating automation that will calculate the calendar month in which a loan can be bought out of individual securities based on the requirements in the respective transaction agreements. This automation will not allow a loan to be removed from a security unless it is in the timeframe allowed in the respective transaction agreements.  Litton expects to have this automation in place at or around the end of the first quarter 2008. Loan Modifications - 1122(d)(4)(vi) In February 2008, Litton reviewed all of its transaction agreements and updated its monitoring software with the latest maturity date a loan may be modified for each security.  This software will systematically prohibit loss mitigation personnel from modifying a loan with a maturity date past the maturity date maintained in the system.**Item 1114(b)(2) of Regulation AB.****Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers Financial Information).**See Exhibit 35.Although the referenced instances of noncompliance in the Litton report on assessment of compliance with the servicing criteria were material to the activities of Litton on a platform level, such instances of noncompliance did not relate specifically to the performance of Litton in its capacity as servicer under the pooling and servicing agreement related to the securities issued by the Issuing Entity. Accordingly, the servicer compliance statement of Litton was appropriately unqualified.**Certain Derivatives Instruments (Financial Information).****SUBSTITUTE INFORMATION  PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J(2) TO FORM 10-K.****Item 15. Exhibits, Financial Statement Schedules.**       b) See 15(a)(3) above.c)  Not Applicable.**PART IV**a)   1.  Not Applicable.      2.  Not Applicable.      3.Pooling and Servicing Agreement, dated as of March 1, 2007, by and among Citigroup Mortgage Loan Trust Inc., as depositor, Credit-Based Asset Servicing and Securitization LLC, as sponsor, Litton Loan Servicing L.P., as servicer and U.S. Bank National Association, as trustee, relating to the Series 2007-CB3 Certificates, originally filed on Form 8-K on April 30, 2007 and incorporated by reference herein.  Exhibit 4.1       Exhibit 33       Item 1122 Compliance with Applicable Servicing Criteria - Assessments       Exhibit 34       Item 1122 Compliance with Applicable Servicing Criteria - Attestations       Exhibit 35       Item 1123 Servicer Compliance Statement   Exhibit 31       302 Sarbanes-Oxley Certificationa) Litton Loan Servicing, LP, as Servicerb) The Bank of New York, as Custodianc) U.S. Bank National Association, as Trusteea) Litton Loan Servicing, LP, as Servicerb) The Bank of New York, as Custodianc) U.S. Bank National Association, as Trusteea) Litton Loan Servicing, LP, as Servicer**SIGNATURES****March 27, 2008****/s/ Elizabeth Folk****Elizabeth FolkCFO**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, as Servicer****C-BASS 2007-CB3 Trust****(Senior Officer in Charge of the Servicing Function of the Servicer)****Title:**By (Signature and Title):**Name:**Date**EXHIBIT INDEX**EXHIBIT DESCRIPTIONPooling and Servicing Agreement, dated as of March 1, 2007, by and among Citigroup Mortgage Loan Trust Inc., as depositor, Credit-Based Asset Servicing and Securitization LLC, as sponsor, Litton Loan Servicing L.P., as servicer and U.S. Bank National Association, as trustee, relating to the Series 2007-CB3 Certificates, originally filed on Form 8-K on April 30, 2007 and incorporated by reference herein.      Exhibit 33       Item 1122 Compliance with Applicable Servicing Criteria - Assessments      Exhibit 34       Item 1122 Compliance with Applicable Servicing Criteria - Attestations      Exhibit 35       Item 1123 Servicer Compliance Statement      Exhibit 31       302 Sarbanes-Oxley Certification      Exhibit 4.1a) Litton Loan Servicing, LP, as Servicerb) The Bank of New York, as Custodianc) U.S. Bank National Association, as Trusteea) Litton Loan Servicing, LP, as Servicerb) The Bank of New York, as Custodianc) U.S. Bank National Association, as Trusteea) Litton Loan Servicing, LP, as Servicer