UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

(Mark One)

[ ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                                       OR

[X]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 for the transition period from November 1, 2010 to
        December 31, 2010

                         Commission file number 1-8696
                                                ------

                  *
                *****
              **-----**
            **-----       COMPETITIVE
          ****----        TECHNOLOGIES
            **=====       Unlocking the Potential of Innovation (R)
              **=====**
                *****
                  *  (R)  Technology Transfer and Licensing Services


                         COMPETITIVE TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)
                            www.competitivetech.net

Delaware                                                           36-2664428
----------------------------------------  ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

1375 Kings Highway East, Suite 400
Fairfield, Connecticut                                                  06824
----------------------------------------  ------------------------------------
(Address of principal executive offices)                            (Zip Code)

                                 (203) 368-6044
              (Registrant's telephone number, including area code)

777 Commerce Drive, Suite 100
Fairfield, Connecticut  06825                  August 1, 2009 - July 31, 2010
----------------------------------------  ------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months.
Yes [ ]          No [ ]

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
definition of "accelerated filer, large accelerated filer and smaller reporting
company" as defined in Rule 12b-2 of the Exchange Act.
Large accelerated filer   [ ]     Accelerated filer         [ ]
Non-accelerated filer     [ ]     Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act).
Yes [ ]          No [X]

The number of shares of the registrant's common stock outstanding as of February
22, 2011 was 13,824,944 shares.

<PAGE>
                         COMPETITIVE TECHNOLOGIES, INC.
                         ------------------------------

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q

PART I.   FINANCIAL INFORMATION                                         PAGE NO.
--------  ------------------------------------------------------------- --------

Item 1.   Condensed Consolidated Interim Financial Statements (Unaudited)

          Condensed Consolidated Balance Sheets at December 31, 2010
          (unaudited) and July 31, 2010                                        3

          Condensed Consolidated Statements of Operations for the
          two months ended December 31, 2010 and three months
          ended January 31, 2010  (unaudited)                                  4

          Condensed Consolidated Statements of Operations for the
          five months ended December 31, 2010 and six months ended
          January 31, 2010  (unaudited)                                        5

          Condensed Consolidated Statement of Changes in Shareholders'
          Interest for the five months ended December 31, 2010 (unaudited)     6

          Condensed Consolidated Statements of Cash Flows for the
          five months ended December 31, 2010 and six months ended
          January 31, 2010 (unaudited)                                       7-8

          Notes to Condensed Consolidated Interim Financial
          Statements (unaudited)                                          9 - 18

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                       19- 26

Item 3.   Quantitative and Qualitative Disclosures About Market Risk          26

Item 4.   Controls and Procedures                                             26


PART II.  OTHER INFORMATION
--------  -------------------------------------------------------------

Item 1.   Legal Proceedings                                                   27

Item 1A.  Risk factors                                                        27

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds         27

Item 3.   Defaults Upon Senior Securities                                     27

Item 5.   Other Information                                                   27

Item 6.   Exhibits                                                            27

Signatures                                                                    28

Exhibit Index                                                                 29

                                     Page 2
<PAGE>
                         PART I.  FINANCIAL INFORMATION
                         ------------------------------

ITEM 1.  CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets

                                                    DECEMBER 31,      July 31,
                                                         2010           2010
                                                    -------------  -------------
                                                      (UNAUDITED)
ASSETS
Current Assets:
 Cash and cash equivalents                          $    557,018   $    907,484
 Restricted cash                                         750,000              -
 Receivables, net of allowance of $101,154
   at December 31, 2010 and July 31, 2010                 25,002      3,536,572
 Inventory                                             1,729,929        272,869
 Prepaid expenses and other current assets                77,952         69,080
                                                    -------------  -------------
   Total current assets                                3,139,901      4,786,005

 Property and equipment, net                              40,642        163,918
 Security Deposits                                        15,000
                                                    -------------  -------------
TOTAL ASSETS                                        $  3,195,543   $  4,949,923
                                                    =============  =============

LIABILITIES AND SHAREHOLDERS' INTEREST
Current Liabilities:
 Accounts payable, general                          $    148,457   $  1,046,174
 Accounts payable, GEOMC                               1,106,250        289,981
 Accrued expenses and other liabilities                  407,123        938,897
 Derivative liability                                    132,353              -
 Preferred stock liability                               750,000              -
                                                    -------------  -------------
   Total current liabilities                           2,544,183      2,275,052

Deferred Rent                                                  -         66,369
                                                    -------------  -------------

   Total Liabilities                                   2,544,183      2,341,421
                                                    -------------  -------------

COMMITMENTS AND CONTINGENCIES
Shareholders' interest:
 5% preferred stock, $25 par value, 35,920 shares
   authorized, 2,427 shares issued and outstanding        60,675         60,675
 Series B preferred stock, $0.001 par value,
   20,000 shares authorized, no shares
    issued and outstanding                                     -              -
 Series C convertible preferred stock, $1,000 par
    value, 750shares authorized, 750 shares
   issued and outstanding                                      -              -
 Common stock, $.01 par value, 20,000,000
   shares authorized, 13,824,944 shares issued
    and outstanding                                      138,249        138,249
 Capital in excess of par value                       43,484,989     43,444,154
 Receivable from Crisnic                                 (22,500)      (564,420)
 Accumulated deficit                                 (43,010,053)   (40,470,156)
                                                    -------------  -------------
   Total shareholders' interest                          651,360      2,608,502
                                                    -------------  -------------

TOTAL LIABILITIES AND SHAREHOLDERS'
 INTEREST                                           $  3,195,543   $  4,949,923
                                                    =============  =============

                             See accompanying notes

                                     Page 3
<PAGE>
                   PART I.  FINANCIAL INFORMATION (CONTINUED)
                   ------------------------------------------

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Operations
                                  (Unaudited)

                                                    TWO MONTHS      Three months
                                                       ENDED           ended
                                                    DECEMBER 31,    January 31,
                                                        2010            2010
                                                  --------------  --------------
REVENUE
Product sales                                     $      55,997   $     152,269
Gain on sale of rental assets                                 -          81,203
Retained royalties                                        4,154          28,731
Investment income                                             1              18
Other income                                              8,120           6,132
                                                  --------------  --------------
 TOTAL REVENUE                                           68,272         268,353
                                                  --------------  --------------

EXPENSES
Cost of product sales                                     9,496           9,036
Personnel and other direct expenses relating
  to revenue                                            183,763         510,637
General and administrative expenses                     450,975         490,836
Restructuring expenses                                  326,190               -
Bad debt expense                                        408,976               -
Interest expense                                          2,003           2,942
                                                  --------------  --------------
 TOTAL EXPENSES                                       1,381,403       1,013,451
                                                  --------------  --------------

(Loss) before income taxes                           (1,313,131)       (745,098)
Provision (benefit) for income taxes                          -               -
                                                  --------------  --------------

 NET (LOSS)                                          (1,313,131)       (745,098)
                                                  --------------  --------------

Preferred stock dividend                               (132,353)              -
                                                  --------------  --------------

 NET (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS   $  (1,445,484)  $    (745,098)
                                                  --------------  --------------

Basic and diluted (loss) per share                $       (0.11)  $       (0.07)
                                                  ==============  ==============

Basic and diluted weighted average number
 of common shares outstanding:                       13,824,944      10,526,100

                             See accompanying note


                                     Page 4
<PAGE>
                   PART I.  FINANCIAL INFORMATION (CONTINUED)
                   ------------------------------------------

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Operations
                                  (Unaudited)

                                                   FIVE MONTHS     Six months
                                                      ENDED          ended
                                                   DECEMBER 31,    January 31,
                                                       2010           2010
                                                  --------------  -------------
REVENUE
Product sales                                     $     163,993   $    287,365
Gain on sale of rental assets                                 -         81,203
Retained royalties                                       11,618         37,732
Investment income                                            11             48
Other income                                             12,120          6,132
                                                  --------------  -------------
 TOTAL REVENUE                                          187,742        412,480
                                                  --------------  -------------

EXPENSES
Cost of product sales                                    27,687          9,036
Personnel and other direct expenses relating
  to revenue                                            660,166        953,030
General and administrative expenses                   1,168,569        947,127
Restructuring expenses                                  326,190              -
Bad debt expense                                        408,976              -
Interest expense                                          3,698          4,111
                                                  --------------  -------------
 TOTAL EXPENSES                                       2,595,286      1,913,304
                                                  --------------  -------------

(Loss) before income taxes                           (2,407,544)    (1,500,824)
Provision (benefit) for income taxes                          -              -
                                                  --------------  -------------

 NET (LOSS)                                          (2,407,544)    (1,500,824)
                                                  --------------  -------------

Preferred stock dividend                               (132,353)             -
                                                  --------------  -------------

 NET (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS   $  (2,539,897)  $ (1,500,824)
                                                  ==============  =============

Basic and diluted (loss) per share                $        (.18)  $      (0.15)
                                                  ==============  =============

Basic and diluted weighted average number
 of common shares outstanding:                       13,824,944     10,205,766

                             See accompanying notes

                                     Page 5
<PAGE>
<TABLE>
<CAPTION>
                                            PART I.  FINANCIAL INFORMATION (CONTINUED)

                                         COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES
                              Condensed Consolidated Statement of Changes in Shareholders' Interest
                                           For the Five Months Ended December 31, 2010
                                                           (Unaudited)
<S>                       <C>      <C>        <C>          <C>        <C>             <C>           <C>            <C>
                          PREFERRED STOCK     COMMON STOCK
                          ------------------  ----------------------
                                                                                      RECEIVABLE
                          SHARES              SHARES                  CAPITAL         FROM                         TOTAL
                          OUTST-              OUTST-                  IN EXCESS       CRISNIC       ACCUMULATED    SHAREHOLDERS'
                          ANDING   AMOUNT     ANDING       AMOUNT     OF PAR VALUE    FUND          DEFICIT        INTEREST
                          -------  ---------  -----------  ---------  --------------  ------------  -------------  ---------------

Balance - July 31, 2010     2,427  $  60,675  13,824,944   $138,249   $  43,444,154   $  (564,420)  $(40,470,156)  $    2,608,502

 Net (loss)                                                                                           (2,407,544)      (2,407,544)
 Compensation expense
   from stock option
   grants                       -          -           -          -          (8,060)            -              -           (8,060)
 Return of shares
   issued to Crisnic            -          -    (602,133)    (6,021)       (535,899)      541,920              -                -
 Common shares issued
   for cash                                      532,605      5,326         499,589             -              -          504,915
 Common shares issued
   to settle accounts
   payable                      -          -      69,528        695          85,205             -              -           85,900
 Preferred stock
   dividend                     -          -           -          -               -             -       (132,353)        (132,353)
                          -------  ---------  -----------  ---------  --------------  ------------  -------------  ---------------

BALANCE -
 DECEMBER 31, 2010          2,427  $  60,675  13,824,944   $138,249   $  43,484,989   $   (22,500)  $(43,010,053)  $      651,360
                          =======  =========  ===========  =========  ==============  ============  =============  ===============

<FN>
                                                      See accompanying notes
</TABLE>
                                     Page 6
<PAGE>
                   PART I.  FINANCIAL INFORMATION (CONTINUED)

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)

                                                    FIVE MONTHS     Six months
                                                       ENDED          ended
                                                    DECEMBER 31,    January 31,
                                                        2010           2010
                                                   --------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (loss)                                        $  (2,407,544)  $ (1,500,824)
 Adjustments to reconcile net (loss) to net
   cash used in operating activities:
   Depreciation and amortization                          24,625         28,656
   Deferred rent                                         (66,369)        (6,776)
   Share-based compensation - stock options               (8,060)       163,063
   Accrued stock contribution                                  -         14,842
   Bad debt expense                                      408,976              -
   Gain on sale of rental assets                               -        (81,203)
   Loss on disposal of property and equipment            111,746              -
 Changes in assets and liabilities:
   Restricted cash                                      (750,000)             -
   Receivables                                         2,360,586         56,489
   Prepaid expenses and other current assets              (8,872)        96,751
   Receipt of customer deposits                                -        109,000
   Inventory                                            (795,052)      (433,752)
   Accounts payable, accrued expenses and
     other liabilities                                  (447,322)        86,313
                                                   --------------  -------------
Net cash (used in) operating activities               (1,577,286)    (1,576,441)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of rental assets                                    -        (24,000)
 Proceeds from sale of rental assets                           -        103,868
 Purchase of property and equipment                      (13,095)             -
 Increase in security deposits                           (15,000)             -
                                                   --------------  -------------
Net cash (used in) provided by investing
  activities                                             (28,095)        79,868

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sale of stock                             504,915      1,875,002
 Proceeds from the issuance of a promissory note         400,000              -
 Proceeds from sale of preferred stock                   350,000              -
 Deferred finance charges                                      -        (49,172)
                                                   --------------  -------------
Net cash provided by financing activities              1,254,915      1,825,830

Net (decrease) in cash and cash equivalents             (350,466)       329,257
Cash and cash equivalents at beginning of period         907,484        752,071
                                                   --------------  -------------

Cash and cash equivalents at end of period         $     557,018   $  1,081,328
                                                   ==============  =============

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:

     During December 2010 the Company canceled 602,133 common shares previously
issued to Crisnic and canceled the related $541,920 receivable.


                                     Page 7
<PAGE>
     During December 2010 the Company issued 69,528 common shares to settle
$85,900 of accounts payable.

     During December 2010 the Company issued 750 shares of Series C Preferred
Stock that contained variable conversion feature. The conversion feature created
an embedded derivative that was valued at $132,353 at inception that was also
recorded as a preferred stock dividend.

     During December 2010, the Company converted a $400,000 promissory note into
400 shares of Series C Convertible Preferred Stock.

     On October 2, 2009 the Company issued 86,933 registered shares of Common
Stock valued at $212,116 to Fusion Capital II, LLC ("Fusion Capital") as initial
commitment shares per our equity financing agreement, dated August 6, 2009. On
January 4, 2010, the Company issued 10,000 shares valued at $18,650 as
compensation to four non-employee directors under the 1996 Directors' Stock
Participation Plan.

     During the first six months of fiscal 2010, we amortized $164,154 of
deferred financing costs related to our equity financing agreement against
Capital in Excess of Par Value.

                             See accompanying notes































                                     Page 8
<PAGE>
                   PART I.  FINANCIAL INFORMATION (CONTINUED)

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

          Notes to Condensed Consolidated Interim Financial Statements
                                  (Unaudited)

1.     BASIS OF PRESENTATION

     The interim condensed consolidated financial information presented in the
accompanying condensed consolidated financial statements and notes hereto is
unaudited.

     Competitive Technologies, Inc. ("CTTC") and its majority-owned subsidiary,
Vector Vision, Inc. ("VVI"), (collectively, "we" or "us") provide patent and
technology licensing and commercialization services throughout the world, with
concentrations in the U.S., Europe and Asia, with respect to a broad range of
life and physical sciences, electronics, and nanotechnologies originally
invented by individuals, corporations and universities.  We are compensated for
our services by sharing in the profits of distribution or the license and
royalty fees generated from the successful licensing of clients' technologies.
During the five months ended December 31, 2010, the Company dissolved its wholly
owned subsidiary, CTT Trading Company, LLC and absorbed all of its functions.

     The consolidated financial statements include the accounts of CTTC and VVI.
Inter-company accounts and transactions have been eliminated in consolidation.

     On November 15, 2010, the Board of Directors of CTTC approved a fiscal
year-end change from July 31 to December 31, in order to align its fiscal
periods with the calendar year.  Thus, we are filing this Transitional Report on
Form 10-Q for the two and five months ended December 31, 2010.  CTTC will
subsequently file its quarterly and annual reports for the new fiscal years
ending December 31. CTTC's annual report on Form 10-K for the fiscal year ending
December 31, 2011 will include separate audited financial statements for the
five-month transitional period.

     We believe we made all adjustments necessary, consisting only of normal
recurring adjustments, to present the unaudited condensed consolidated financial
statements in conformity with accounting principles generally accepted in the
U.S.  The results for the transitional period ending December 31, 2010 are not
necessarily indicative of the results that can be expected for the next full
fiscal year ending December 31, 2011.

     The interim unaudited condensed consolidated financial statements, and
notes thereto, should be read in conjunction with our Annual Report on Form 10-K
for the year ended July 31, 2010, filed with the Securities and Exchange
Commission ("SEC") on October 27, 2010.

     During the year ended July 31, 2010, and into the five months ended
December 31, 2010, we had a significant concentration of revenues from our
Calmare pain therapy medical device; 97% of revenue in fiscal 2010 and 94% in
the five months ended December 31, 2010 were attributed to sales and rentals of
Calmare devices. We are expanding our sales activities for the Calmare device
and expect the majority of our revenues to come from this technology for at
least the next two fiscal years. However, we continue to seek revenue from new
technologies or products to mitigate the concentration of revenues, and replace
revenues from expiring licenses and patents on other technologies.

     The Company has incurred operating losses since fiscal 2006. Although the
Company has taken steps to significantly reduce its operating expenses going
forward, even at these reduced spending levels, should the anticipated increase
in revenue from sales of Calmare medical devices not occur the Company may not
have sufficient cash flow to fund operating expenses beyond the third quarter of
calendar 2011. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
adjustments to reflect the possible future effect of the recoverability and
classification of assets or amounts and classifications of liabilities that may
result from the outcome of this uncertainty.

                                     Page 9
<PAGE>
     The Company's continuation as a going concern is dependent upon its
developing recurring revenue streams sufficient to cover operating costs. The
company does not have any significant individual cash or capital requirements in
the budget going forward. During the transitional period ended December 31,
2010, the Company undertook a major reduction of its operating expenses through
staff reductions and reduced office space costs. The reduction will continue to
be implemented into the next fiscal quarter and is expected to reduce costs by
$1.5 million annually, to approximately$3.4 million. If necessary, CTTC will
meet anticipated operating cash requirements by further reducing costs, and/or
pursuing sales of certain assets and technologies while we pursue licensing and
distribution opportunities for our remaining portfolio of technologies. There
can be no assurance that the Company will be successful in such efforts. Failure
to develop a recurring revenue stream sufficient to cover operating expenses
would negatively affect the Company's financial position.

     Our liquidity requirements arise principally from our working capital
needs, including funds needed to sell our current technologies and obtain new
technologies or products, and protect and enforce our intellectual property
rights, if necessary.  We fund our liquidity requirements with a combination of
cash on hand, cash flows from operations, if any, including royalty legal
awards, and sales of common stock.  At December 31, 2010, we had no outstanding
long-term debt, and no credit facility.

     Sales of our Calmare(R) pain therapy medical device continues to be the
major source of revenue for the Company.  The Company acquired the exclusive,
worldwide rights to the "Scrambler Therapy" technology in 2007.  The Company's
agreement with Giuseppe Marineo, the inventor of "Scrambler Therapy" technology,
and Delta Research and Development ("Delta"), authorizes CTTC to manufacture and
sell worldwide the device developed from the patented "Scrambler Therapy"
technology.  The "Scrambler Therapy" technology is patented in Italy and
applications for patents have been filed in the U.S. and internationally and are
pending approval.  The Calmare(R) device has CE Mark certification from the
European Union as well as U.S. FDA 510(k) clearance.

     The agreement with Professor Marineo and Delta enabled the Company to
establish an agreement with GEOMC Co., Ltd. ("GEOMC", formerly Daeyang E & C
Co., Ltd) of Seoul, South Korea, to manufacture the Calmare(R) pain therapy
medical device, based on Prof. Marineo's "Scrambler Therapy" technology. The
GEOMC agreement is for a period of ten (10) years and also outlines each
company's specific financial obligations.

     The Company has entered into a number of International distribution
agreements, at one time covering nearly 40 countries. The Company conducted a
review of its distribution partners during the five-month period ending December
31, 2010, leading to the termination of CTTC's agreement with Life Episteme
Group, srl ("LEG"). LEG had the distribution rights in 34 countries, but had not
met its minimum obligations to CTTC, and the Company had no indication that LEG
would meet its commitments in the foreseeable future. The Company is in the
process of negotiating other International distribution agreements that it
believes will be more successful ventures.

     Following the Company's termination of the LEG distribution agreement, the
Company took possession of the 55 Calmare  devices ("device") which LEG had
purchased in fiscal 2010 but had not paid for. The receivable associated with
the fiscal 2010 sales was written off as uncollectible and those 55 devices,
along with 2 samples being held by LEG, were brought into the Company's
inventory at cost.  Further review of the Company's receivables found several
other small receivables which were deemed uncollectible and which were also
cancelled and included as a bad debt expense in this two month period ended
December 31, 2010.  Lastly, the Company reversed previously accrued commissions
associated with a cancelled consulting contract relating to the sales of these
devices.  A summary of bad debt expense for the five and two months ended
December 31, 2010 is as follows:

     LEG Receivable      $1,132,996
     Other receivables       17,988
     Inventory             (662,008)
     Accrued commission     (80,000)
                         -----------
     Bad debt expense    $  408,976

     In 2010, the Company became its own distributor in the U.S, contracting
with over 20 commissioned sales representatives. During fiscal 2010, and the
five month period ending December 31, 2010, the Company entered into

                                   Page 10
<PAGE>
several sales agreements for the Calmare(R) device. Sales to several physician
groups are generating revenue for the Company.

     We earn revenue in three ways, retained royalties from licensing our
clients' and our own technologies to our customer licensees, product sales fees
in a business model that allows us to share in the profits of distribution of
finished products, and sales of inventory.  We record revenue when the terms of
the sales arrangement are accepted by all parties including a fee that is fixed
or determinable, delivery has occurred and our customer has taken title, and
collectability is reasonably assured.

     The Company accounts for revenue from device sales in two ways, depending
on the nature of the sale.

     -    Sale of inventory shipped directly from the manufacturer in Korea
          - The Company records revenue net because the manufacturer, GEOMC, is
          responsible for maintaining control of the inventory, shipping the
          device(s), has inventory credit risk and we earn a fixed amount.

     -    Sale of inventory located in the United States - The Company
          records gross revenue, because it is responsible for the inventory and
          for shipping the device(s).

2.     NET LOSS PER COMMON SHARE

     The following sets forth the denominator used in the calculations of basic
net income (loss) per share and net income (loss) per share assuming dilution:

                      TWO MONTHS    Three months  FIVE MONTHS   Six months
                         ENDED         ended         ENDED         ended
                      DECEMBER 31,  January 31,   DECEMBER 31,  January 31,
                          2010          2010          2010         2010
                      ------------  ------------  ------------  -----------
Denominator for
basic net income
(loss) per share,
weighted average
shares outstanding      13,824,944    10,256,100    13,824,944   10,205,766

Dilutive effect of
common stock
options                    N/A           N/A           N/A           N/A

Denominator for
net income (loss)
per share, assuming
dilution                13,824,944    10,256,100    13,824,944   10,205,766
                      ============  ============  ============  ===========

     Options to purchase 302,750 and 729,0000 shares of our common stock at
December 31, 2010, and January 31, 2010, respectively, were outstanding but were
not included in the computation of net income (loss) per share because they were
anti-dilutive.  The Series C Convertible Preferred Stock, if converted at
December 31, 2010, would have resulted in an additional 705,882 shares of common
stock.  Due to the net loss incurred for the periods ended December 31, 2010,
and January 31, 2010, the denominator used in the calculation of basic net loss
per share was the same as that used for net loss per share, assuming dilution,
since the effect of any options would have been anti-dilutive.

3.     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     Transfers of Financial Assets.  In June 2009, the FASB issued a new
accounting standard that eliminates the exceptions for qualifying
special-purpose entities from consolidation guidance and the exception that
permitted sale accounting for certain mortgage securitizations when a transferor
has not surrendered control over the transferred financial assets.  This
standard is effective as of the beginning of the first annual reporting period
that begins after November 15, 2009.  Upon adoption, this standard did not have
a material impact on the financial statements.

     Variable Interest Entities. In June 2009, the FASB issued a new accounting
standard that requires an enterprise to perform an analysis to determine whether
the enterprise's variable interest or interests give it a controlling financial
interest in a variable interest entity. This analysis identifies the primary
beneficiary of a variable interest entity as the enterprise that has both of the
following characteristics: (1) the power to direct the activities of

                                   Page 11
<PAGE>
the variable interest entity that most significantly impact the entities
economic performance, and (2) the obligation to absorb losses of the entity that
could potentially be significant to the variable interest entity or the right to
receive benefits from the entity that could potentially be significant to the
variable interest entity.  Additionally, an enterprise is required to assess
whether it has an implicit financial responsibility to ensure that a variable
interest entity operates as designed when determining whether it has the power
to direct the activities of the variable interest entity that most significantly
impact the entity's economic performance.  This standard is effective as of the
beginning of the first annual reporting period that begins after November 15,
2009.  Earlier application is prohibited.  Upon adoption, this standard did not
have a material impact on the financial statements.

     Fair Value Disclosures. In January 2010, the FASB issued an accounting
standards update that requires new disclosures for transfers in and out of
Levels 1 and 2 fair value measurements, and roll forward of activity in Level 3
fair value measurements. The new disclosures are effective for reporting periods
beginning after December 15, 2009, except for the roll forward of activity in
Level 3 fair value measurements. Those disclosures are effective for fiscal
years beginning after December 15, 2010. Upon adoption, this standard did not
have a material impact on the financial statements.

     No other new accounting pronouncements issued or effective during the five
months ended December 31, 2010 has had or is expected to have a material impact
on the consolidated financial statements.

4.     RECEIVABLES

     Receivables consist of the following:

                                          DECEMBER 31,   July 31,
                                              2010         2010
                                         -------------  ----------
Accounts Receivable                      $       7,048  $1,339,488
Royalties, net of allowance of $101,154
 at December 31, 2010 and July 31, 2010         17,954   1,045,681
Due from Crisnic Fund S.A                            -   1,117,747
Other                                                -      33,656
                                         -------------  ----------
Total receivables                        $      25,002  $3,536,572
                                         =============  ==========

5.     AVAILABLE-FOR-SALE AND EQUITY SECURITIES

     The fair value of the equity securities we held were categorized as
available-for-sale securities, which were carried at a fair value of zero,
consisted of shares in Security Innovation and Xion Pharmaceutical.  We own
223,317 shares of stock in the privately held Security Innovation, an
independent provider of secure software located in Wilmington, MA.

     In September 2009 we announced the formation of a joint venture with Xion
Corporation for the commercialization of our patented melanocortin analogues for
treating sexual dysfunction and obesity. CTTC currently owns 60 shares of common
stock or 33% of the outstanding stock of privately held Xion Pharmaceutical
Corporation.

6.     FAIR VALUE MEASUREMEMENTS

     The  Company  measures  fair value in accordance with Topic 820 of the FASB
Accounting  Standards  Codification  ("ASC"),  "Fair  Value  Measurements  and
Disclosures" ("ASC 820"), which provides a fair value hierarchy that prioritizes
the  inputs  to  valuation  techniques used to measure fair value. The hierarchy
gives  the  highest  priority  to unadjusted quoted prices in active markets for
identical  assets  or liabilities (Level 1 measurements) and the lowest priority
to  unobservable  inputs  (Level  3  measurements). The three levels of the fair
value  hierarchy  under  ASC  820  are  described  as  follows:


                                   Page 12
<PAGE>
     Level 1 - Inputs to the valuation methodology are unadjusted quoted
          prices for identical assets or liabilities in active markets that the
          Plan has the ability to access.

     Level 2 - Inputs to the valuation methodology include:

          -    Quoted prices for similar assets or liabilities in active
               markets;

          -    Quoted prices for identical or similar assets or liabilities
               in inactive markets;

          -    Inputs other than quoted prices that are observable for the
               asset or liability;

          -    Inputs that are derived principally from or corroborated by
               observable market data by correlation or other means.

          If the asset or liability has a specified (contractual) term, the
          Level 2 input must be observable for substantially the full term of
          the asset or liability.

     Level 3 - Inputs to the valuation methodology are unobservable and
          significant to the fair value measurement.

     The asset's or liability's fair value measurement level within the fair
value hierarchy is based on the lowest level of any input that is significant to
the fair value measurement. Valuation techniques used need to maximize the use
of observable inputs and minimize the use of unobservable inputs.

     The Company values its derivative liability associated with the variable
conversion feature on its Series C Convertible Preferred Stock (Note 11) based
on the market price of its common stock. For each reporting period the Company
calculates the amount of potential common stock that the Series C Preferred
Stock could convert into based on the conversion formula (incorporating market
value of our common stock) and multiplies those converted shares by the market
price of its common stock on that reporting date. The total converted value is
subtracted by the consideration paid to determine the fair value of the
derivative liability.

     The method described above may produce a fair value calculation that may
not be indicative of net realizable value or reflective of future fair values.
Furthermore, while the Company believes its valuation method is appropriate and
consistent with other market participants, the use of different methodologies or
assumptions to determine the fair value could result in a different fair value
measurement at the reporting date.

     The Company classifies the derivative liability of $132,353 at December 31,
2010 in Level 2 of the fair value hierarchy.

     The carrying amounts reported in our Condensed Consolidated Balance Sheet
for Cash and Cash Equivalents, Accounts Receivable, Accounts Payable, Accrued
Expenses and Other Liabilities and Preferred Stock Liability approximate fair
value due to the short-term maturity of those financial instruments.

7.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

      Prepaid expenses and other current assets consist of the following:

                                           DECEMBER 31, 2010   July 31, 2010
                                           ------------------  --------------
Prepaid insurance                          $           30,081  $       25,283
Prepaid investor relations service                     20,000          20,000
Other                                                  27,871          23,797
                                           ------------------  --------------
Prepaid expenses and other current assets  $           77,952  $       69,080
                                           ==================  ==============

                                   Page 13
<PAGE>
8.     PROPERTY AND EQUIPMENT

     Property and equipment, net, consist of the following:

                                           DECEMBER 31, 2010    July 31, 2010
                                           -------------------  ---------------
Equipment and furnishings                  $          225,057   $      434,383
Leasehold improvements                                      -          113,838
                                           -------------------  ---------------
     Property and equipment, gross                    225,057          548,221
Accumulated depreciation and amortization            (184,415)        (384,303)
                                           -------------------  ---------------
     Property and equipment, net           $           40,642   $      163,918
                                           ===================  ===============

     Depreciation expense was $10,152 during the two months ended December 31,
2010, and $14,704 during the three months ended January 31, 2010, respectively.
Depreciation expense was $24,625 during the five months ended December 31, 2010,
and $28,656 during the six months ended January 31, 2010, respectively.

9.     ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

                                        DECEMBER 31,   July 31,
                                                2010       2010
                                        -------------  ---------

Royalties payable                       $      41,394  $ 362,435
Deferred payroll                               93,167    152,808
Accrued legal fees                             66,251     22,769
Accrued accounting fees                        54,170     77,748
Accrued commissions                                 -     80,000
Other accrued liabilities                     152,141    243,137
                                        -------------  ---------
Accrued Expenses and Other Liabilities  $     407,123  $ 938,897
                                        =============  =========

10.     RESTRUCTURING EXPENSES

     In November 2010, the Company terminated its existing office lease and
entered into a new lease for smaller office spaces more in line with the current
staff size.  This new "restructuring" expense category was established to
account for the expenses associated with this transition.  Restructuring charge
of approximately $326,000 included the Company's buyout of the previous office
lease for office spaces located at 777 Commerce Drive, Fairfield, CT ($203,000),
and expenses associated with the physical move to 1375 Kings Highway East,
Fairfield, CT ($88,000).  The buyout amount included a buyout premium and a
negotiated rent payment, per the original lease agreement.  The Company wrote
off furniture and fixtures unusable in the new office space and leasehold
improvements to the former office space for a combined total write off of
approximately $112,000.  The previously accrued deferred rent payments of
approximately $76,000 for the 777 Commerce Drive office spaces were reversed.
Also, previously accrued but unpaid rent of approximately $190,000 was paid as
part of the settlement, reducing accounts payable rather than being included in
the restructuring expense.

11.     SHAREHOLDERS' INTEREST

     During the two and five months ended December 31, 2010, the Company
recognized income of $17,034 and $8,060, respectively, for stock options issued
to employees in prior years.  Several employees left the Company during the two
months ended December 31, 2010 that resulted in a reversal of previously
recognized unvested share based compensation.

     On June 2, 2010, we entered into an agreement with Crisnic Fund, S.A.
("Crisnic") to sell up to two million shares of our common stock to Crisnic at a
15% discount from the volume weighted average price on the date the SEC declared
our registration statement effective.

                                   Page 14
<PAGE>
     Following the closing date for the sale, the stock price went down rapidly,
to the point where Crisnic was unable to complete the funding for the
transaction. Because the stock was trading below the discounted price of $2.04,
portions of the shares could not be sold to third parties at the agreed-upon
price, as had been planned by Crisnic. Shares were sold in several traunches,
initially at the agreed upon price per share of $2.04, and as market conditions
worsened, at lower prices which would still enable the Company to receive the
necessary financing. No shares were sold below $0.90.

     The Company ultimately received approximately $1.6 million for the sale of
1,447,867 shares of common stock (including 75,000 shares given to Crisnic as a
fee). The remaining 627,133 shares of stock were outstanding and were reflected
as a receivable reducing equity in our financial statements for the quarter
ended October 31, 2010. These shares were valued at $0.90. Plans to sell these
shares had been halted due to market conditions. In November 2010, the Company
and Crisnic agreed to cancel 602,133 common shares previously issued on
subscription and canceled the related $541,920 receivable. During January 2011
the Company and Crisnic canceled 15,000 additional shares previously issued on
subscription and canceled the related $13,500 receivable.

     In November 2010, the Company issued 69,528 shares to attorneys and the
contractor where the CEO is employed to settle $85,900 of accounts payable. In
January 2011 the Company issued 15,000 shares to attorneys to settle $15,000 of
accrued liabilities.

     In December 2010, an additional 532,605 shares were sold for approximately
$505,000.

     At its December 2, 2010 meeting, the CTTC Board of Directors declared a
dividend distribution of one right (each, a "Right") for each outstanding share
of common stock, par value $0.01, of the Company (the "Common Shares"). The
dividend is payable to holders of record as of the close of business on December
2, 2010 (the "Record Date"). Issuance of the dividend may be triggered by an
investor purchasing more than 20% of the outstanding shares of common stock.
This shareholder rights plan, and the subsequent authorization of 20,000 shares
of Class B Preferred Stock were announced with a Form 8-K filing on December 15,
2010, following CTTC's finalization of the Rights Agreement with CTTC's Rights
Agent, American Stock Transfer & Trust Company, LLC. The Rights Agreement was
filed with the December 15, 2010, Form 8-K and is incorporated herein by
reference. It is intended to provide the CTTC Board of Directors with time for
proper valuation of the Company should other entities attempt to purchase a
controlling interest of CTTC shares.

     On December 15, 2010 the Company issued a $400,000 promissory note. The
promissory note was scheduled to mature on December 31, 2012 with an annual
interest rate of 5%.

     On December 15, 2010, the Company's Board of Directors authorized the
issuance of 750 shares of Series C Convertible Preferred Stock ($1,000 par
value) with a 5% cumulative dividend to William R. Waters, Ltd. of Canada. On
December 30, 2010, 750 shares were issued. The Company converted the $400,000
promissory note into 400 shares and received cash of $350,000 for the remaining
350 shares. These transactions were necessitated to replenish the Company's
operating cash which had been drawn down by the $750,000 cash collateral
previously posted by CTTC in a prejudgment remedy action styled John B. Nano v.
Competitive Technologies, Inc., Docket No. CV10 5029318 (Superior Court,
Bridgeport, CT), see Note 12 below for details.

     The rights of the Series C Convertible Preferred Stock are as follows:

     Dividend rights - The shares of Series C Convertible Preferred Stock accrue
     a 5% cumulative dividend on a quarterly basis and is payable on the last
     day of each fiscal quarter.

     Voting rights - Holders of these shares of Series C Convertible Preferred
     Stock shall have voting rights equivalent to 1,000 votes per $1,000 par
     value Series C Convertible Preferred share voted together with the shares
     of common stock

                                   Page 15
<PAGE>
     Liquidation rights - Upon any liquidation these Series C Convertible
     Preferred Stock shares shall be treated as equivalent to shares of Common
     stock to which they are convertible.

     Redemption rights -
     -    Holder may demand redemption of outstanding Series C Convertible
          Preferred Stock shares by the Company at a price equal to par plus any
          accrued but unpaid dividends in the event that the $750,000 escrow by
          the Company has been released and returned to the company.

     -    The Company may upon notice to holder redeem all or any portion
          of outstanding Series C Convertible Preferred Stock shares by the
          Company at a price equal to par plus any accrued but unpaid dividends
          in the event that the $750,000 escrow by the Company has been released
          and returned to the company. However, the holder may elect to convert
          (see conversion rights below) the preferred shares upon receipt of
          such notice.


     Conversion rights - Holder has right to convert each share of Series C
     Convertible Preferred Stock at any time into shares of the Company's common
     stock at a conversion price for each share of common stock equal to 85% of
     the lower of (1) the closing market price at the date of notice of
     conversion or (2) the mid-point of the last bid price and the last ask
     price on the date of the notice of conversion. The variable conversion
     feature creates an embedded derivative that was bifurcated from the Series
     C Convertible Preferred Stock on the date of issuance and was recorded at
     fair value. The derivative liability will be recorded at fair value on each
     reporting date with any change recorded in the Statement of Operations as
     an unrealized gain (loss) on derivative instrument.

     The Company recorded a preferred stock dividend of $132,353 for the two and
five months ended December 31, 2010. The preferred stock dividend represents the
additional value the Series C Convertible Preferred Stockholder received on the
date of issuance in excess of the $750,000 consideration paid (due to the
variable conversion feature on the Series C Convertible Preferred Stock) and was
recorded in total on the date of issuance because there is no stated redemption
date for the Series C Convertible Preferred Stock.

     The Company has classified the Series C Convertible Preferred Stock as a
liability at December 31, 2010 because the variable conversion feature may
require the Company to settle the conversion in a variable number of its common
shares.


12.     CONTINGENCIES

     As of December 31, 2010, CTTC and its majority owned subsidiary, VVI, have
remaining obligations, contingent upon receipt of certain revenue, to repay up
to $199,006 and $203,478, respectively, in consideration of grant funding
received in 1994 and 1995.  CTTC is also obligated to pay at the rate of 7.5% of
its revenue, if any, from transferring rights to certain inventions supported by
the grant funds.  VVI is obligated to pay at rates of 1.5% of its net sales of
supported products or 15% of its revenue from licensing supported products, if
any.  We recognize these obligations only if we receive revenue related to the
grant funds.  We received no revenue related to the grant funds and therefore
recognized no such obligations in the two months and five months ended December
31, 2010.

     Carolina Liquid Chemistries Corporation, et al. (Case pending) - On August
29, 2005, we filed a complaint against Carolina Liquid Chemistries Corporation
("Carolina Liquid") in the United States District Court for the District of
Colorado, alleging patent infringement of our patent covering homocysteine
assays, and seeking monetary damages, punitive damages, attorneys' fees, court
costs and other remuneration at the option of the court.  As we became aware of
other infringers, we amended our complaint to add as defendants Catch, Inc.
("Catch") and the Diazyme Laboratories Division of General Atomics ("Diazyme").
On September 6, 2006, Diazyme filed for declaratory judgment in the Southern
District of California for a change in venue and a declaration of
non-infringement and invalidity.  On September 12, 2006, the District Court in
Colorado ruled that both Catch and Diazyme be added as defendants to the
Carolina Liquid case.  On October 23, 2006, Diazyme requested the United States
Patent and Trademark Office (the "USPTO") to re-evaluate the validity of our
patent and this request was granted by the USPTO on December 14, 2006.  On July
30, 2009, the U.S. Patent and Trademark Office's Board of

                                   Page 16
<PAGE>
Patent Appeals and Interferences (BPAI) upheld the homocysteine patent.  In
September 2008, the examiner had denied the patent, but that denial was
overruled by the BPAI.  While the examiner had appealed that BPAI decision,
delaying further action, that appeal was also denied by the BPAI on December 13,
2010.  Future action on this case pends final documentation of the BPAI denial
from the USPTO, prior to being returned to the U.S. District Court for the
District of Colorado.

     Employment matters - former employee (Cases pending) - In September 2003, a
former employee filed a whistleblower complaint with OSHA alleging that the
employee had been terminated for engaging in conduct protected under the
Sarbanes Oxley Act of 2002 (SOX).  In February 2005, OSHA found probable cause
to support the employee's complaint and ordered reinstatement and payment of
damages.  CTTC filed objections and requested a de novo hearing before an
Administrative Law Judge ("ALJ").  Based on evidence submitted at the May 2005
hearing, in October 2005 the ALJ issued a written decision recommending
dismissal of the employee's claim without relief.  The employee then appealed
the case to the Administrative Review Board ("ARB").  In March 2008, the ARB
issued a decision and order of remand, holding that the ALJ erred in shifting
the burden of proof to CTTC based on a mere inference of discrimination and
remanding the case to the ALJ for clarification of the judge's analysis under
the appropriate burden of proof.  In January 2009, the ALJ ruled in favor of
CTTC on the ARB remand.  The employee has now appealed the January 2009 ALJ
ruling to the ARB and we await the ARB's decision. The employee had previously
requested reconsideration of the ARB order of remand based on the Board's
failure to address the employee's appeal issues; that request was denied by the
ARB in October 2008.

     In August 2007, the same former employee filed a new SOX whistleblower
complaint with OSHA alleging that in April 2007 CTTC and its former general
counsel retaliated against the employee for past-protected conduct by refusing
to consider the employee's new employer when awarding a consulting contract. In
March 2008, OSHA dismissed the employee's complaint citing the lack of probable
cause. The employee filed objections and requested de novo review by an ALJ. In
August 2008, the employee gave notice of intent to terminate proceedings before
the ALJ and remove the case to federal district court. In October 2008, the
former employee moved to voluntarily dismiss with prejudice the case before the
ALJ. We anticipate no further action on this matter.

     On September 5, 2008, CTTC filed a complaint in the U.S. District Court for
the District of Connecticut against the former employee seeking a declaration
that CTTC did not violate SOX as alleged in the employee's 2007 OSHA complaint,
and to recover approximately $80,000 that CTTC paid to the employee in
compliance with a court order that was subsequently vacated by the U.S. Court of
Appeals for the Second Circuit. On July 1, 2009, the judge ruled in favor of the
former employee's motion to dismiss. The court abstained from ruling on the
question of unjust enrichment due to the unresolved questions before the
Department of Labor Administrative Review Board.

     On December 4, 2008, the former employee filed a complaint with the
Department of Labor asking to have the Connecticut case dismissed. On June 1,
2009, the Department dismissed the former employees complaint, finding that
"there is no reasonable cause to believe that the Respondent (CTTC) violated
SOX". We anticipate no further action on this matter.

     John B. Nano vs. Competitive Technologies, Inc. (Arbitration) - On
September 3, 2010, the Board of Directors of CTTC removed John B. Nano as an
Officer of the Corporation, in all capacities, for cause, consisting of
violation of his fiduciary duties to the Corporation and violation of the CTTC
Corporate Code of Conduct. On September 13, 2010, the Board of Directors also
removed John B. Nano as a Director of the Corporation, in all capacities, for
cause, consisting of violation of his fiduciary duties to the Corporation and
violation of the CTTC Corporate Code of Conduct. Details of these actions are
outlined in Form 8-K filings with the SEC on September 13, 2010, and September
17, 2010. Mr. Nano was previously the Chairman of the Board of Directors,
President and Chief Executive Officer of CTTC.

     On September 23, 2010 the Company was served notice that John B. Nano,
CTTC's former Chairman, President and CEO had filed a Notice of Application for
Prejudgment Remedy/Claim and an Application for an Order Pendente Lite for
breach of his employment contract with us. The applications were filed in the
State of Connecticut Superior Court in Bridgeport, CT. Mr. Nano is seeking
$750,000 that he claimed is owed under his contract had he been terminated
without cause. Mr. Nano's employment contract with the Company had called for
arbitration, which

                                   Page 17
<PAGE>
has been requested to resolve this conflict.  The case is still proceeding
through the arbitration process, which is expected to take several more months.
In November 2010, the Company funded $750,000 as a Prejudgment Remedy held in
escrow with the Company's counsel and has included this amount as restricted
cash on the December 31, 2010 balance sheet.  The Company does not believe it
is liable to the former Chairman, President and CEO as he was terminated for
cause.

     Summary - We may be a party to other legal actions and proceedings from
time to time.  We are unable to estimate legal expenses or losses we may incur,
if any, or possible damages we may recover, and have not recorded any potential
judgment losses or proceeds in our financial statements to date.  We record
expenses in connection with these suits as incurred.

     We believe we carry adequate liability insurance, directors and officers
insurance, casualty insurance, for owned or leased tangible assets, and other
insurance as needed to cover us against potential and actual claims and lawsuits
that occur in the ordinary course of our business. However, an unfavorable
resolution of any or all matters, and/or our incurrence of significant legal
fees and other costs to defend or prosecute any of these actions and proceedings
may, depending on the amount and timing, have a material adverse effect on our
consolidated financial position, results of operations or cash flows in a
particular period.

                                   Page 18
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD-LOOKING STATEMENTS

     Statements about our future expectations are "forward-looking statements"
within the meaning of applicable Federal Securities Laws, and are not guarantees
of future performance.  When used in herein, the words "may," "will," "should,"
"anticipate," "believe," "intend," "plan," "expect," "estimate," "approximate,"
and similar expressions are intended to identify such forward-looking
statements.  These statements involve risks and uncertainties inherent in our
business, including those set forth in Item 1A under the caption "Risk Factors,"
in our most recent Annual Report on Form 10-K for the year ended July 31, 2010,
filed with the Securities and Exchange Commission ("SEC") on October 27, 2010,
and other filings with the SEC, and are subject to change at any time.  Our
actual results could differ materially from these forward-looking statements.
We undertake no obligation to update publicly any forward-looking statement.

OVERVIEW

     Competitive Technologies, Inc. ("CTTC"), was incorporated in Delaware in
1971, succeeding an Illinois corporation incorporated in 1968.  CTTC and its
majority owned subsidiary (collectively, "we", "our", or "us") provide
distribution, patent and technology transfer, sales and licensing services
focusing on the needs of our customers, matching those requirements with
commercially viable technology or product solutions.  We develop relationships
with universities, companies, inventors and patent or intellectual property
holders to obtain the rights or a license to their intellectual property or to
their product.  They become our clients, for whom we find markets to sell or
further develop or distribute their technology or product.  We also develop
relationships with those who have a need or use for technologies or products.
They become our customers, usually through a license or sublicense, or
distribution agreement.

     Our revenue fluctuates due to changes in revenue of our customers, upfront
license fees, new licenses granted, new distribution agreements, expiration of
existing licenses or agreements, and/or the expiration or economic obsolescence
of patents underlying licenses or products.

     We acquire rights to commercialize a technology or product on an exclusive
or non-exclusive basis, worldwide or limited to a specific geographic area. When
we license or sublicense those rights to our customers, we may limit rights to a
defined field of use. Technologies can be early, mid, or late stage. Products we
evaluate must be working prototypes or finished products. We establish channel
partners based on forging relationships with mutually aligned goals and matched
competencies to deliver solutions that benefit the ultimate end-user.

     We earn revenue in three ways, retained royalties from licensing our
clients' and our own technologies to our customer licensees, product sales fees
in a business model that allows us to share in the profits of distribution of
finished products, and sales of inventory. Our customers pay us license fees,
royalties based on usage of the technology, or per unit fees, and we share that
revenue with our clients.

     We currently maintain an inventory of our Calmare(R) pain therapy medical
device and we recognize revenue from those sales as devices are shipped to our
customers. We record revenue when the terms of the sales arrangement are
accepted by all parties including a fee that is fixed or determinable, delivery
has occurred and our customer has taken title, and collectability is reasonably
assured.

The Company accounts for revenue from device sales in two ways, depending on the
nature of the sale.

-     Sale of inventory shipped directly from the manufacturer in Korea - The
Company records revenue net because the manufacturer, GEOMC, is responsible for
maintaining control of the inventory, shipping the device(s), has inventory
credit risk and we earn a fixed amount.

-     Sale of inventory located in the United States - The Company records gross
revenue, because it is responsible for the inventory and for shipping the
device(s).

     Sales of our Calmare(R) pain therapy medical device continues to be the
major source of revenue for the Company. The Company acquired the exclusive,
worldwide rights to the "Scrambler Therapy" technology in 2007. The Company's
agreement with Giuseppe Marineo, the inventor of "Scrambler Therapy" technology,
and Delta Research and

                                   Page 19
<PAGE>
Development ("Delta"), authorizes CTTC to manufacture and sell worldwide the
device developed from the patented "Scrambler Therapy" technology.  The
"Scrambler Therapy" technology is patented in Italy and applications for patents
have been filed in the U.S. and internationally and are pending approval.  The
Calmare(R) device has CE Mark certification from the European Union as well as
U.S. FDA 510(k) clearance.

     The agreement with Professor Marineo and Delta enabled the Company to
establish an agreement with GEOMC Co., Ltd. (formerly Daeyang E & C Co., Ltd) of
Seoul, South Korea, to manufacture the Calmare(R) pain therapy medical device,
based on Prof. Marineo's "Scrambler Therapy" technology.  The GEOMC agreement is
for a period of ten (10) years and also outlines each company's specific
financial obligations.

     The Company has entered into a number of International distribution
agreements, at one time covering nearly 40 countries.  The Company conducted a
review of its distribution partners during the five-month period ending December
31, 2010, leading to the termination of CTTC's agreement with Life Episteme
Group, srl ("LEG").  LEG had the distribution rights in 34 countries, but had
not met its minimum obligations to CTTC, and the Company had no indication that
LEG would meet its commitments in the foreseeable future.  The Company is in the
process of negotiating other International distribution agreements that it
believes will be much more successful ventures.

     In 2010, the Company became its own distributor in the U.S, contracting
with over 20 commissioned sales representatives. During fiscal 2010, and the
five month period ending December 31, 2010, the Company entered into several
sales agreements for the Calmare(R) device. Sales to several physician groups
are generating revenue for the Company.

     On November 15, 2010, the Board of Directors of CTTC approved a fiscal
year-end change from July 31 to December 31, in order to align its fiscal
periods with the calendar year.  Thus, we are filing this Transitional Report on
Form 10-Q for the two and five months ended December 31, 2010.  CTTC will
subsequently file its quarterly and annual reports for fiscal years ending
December 31.  CTTC's annual report on Form 10-K for the fiscal year ending
December 31, 2011 will include separate audited financial statements for the
five-month transitional period.

PRESENTATION

     We rounded all amounts in this Item 2 to the nearest thousand dollars.
Certain amounts may not total precisely.

     The following discussion and analysis provides information that we believe
is relevant to an assessment and understanding of our financial condition and
results of operations.  This discussion and analysis should be read in
conjunction with our Consolidated Financial Statements and Notes thereto.

RESULTS OF OPERATIONS - TWO MONTHS ENDED DECEMBER 31, 2010 VS. THREE MONTHS
ENDED JANUARY 31, 2010

     SUMMARY OF RESULTS

     We incurred a net loss attributable to common shareholders of $1,445,000 or
$0.11 per share for the two months ended December 31, 2010, compared to a net
loss of $745,000 or $0.07 per share for the three months ended January 31, 2010,
a 94% increase in net loss of $700,000.  As explained in detail below, the
increase in the net loss reflects a decrease of $200,000 in revenue, an increase
in expenses of $368,000, and a preferred stock dividend of $132,000 related to
the variable conversion feature of the Company's Series C Convertible Preferred
Stock.

     REVENUE

     In the two months ended December 31, 2010, total revenue was $68,000,
compared to $268,000 for the three months ended January 31, 2010, a 75% decrease
or $200,000.

     Product sales for the two months ended December 31, 2010, we recorded
$56,000 from the sale and shipment of one Calmare(R) pain therapy medical
devices from U.S. inventory to a US customer.  In the three months ended

                                   Page 20
<PAGE>
January 31, 2010, we recorded $152,000 in revenue from the sale and shipment of
seven Calmare(R) pain therapy medical devices, one from U.S. inventory and six
directly from our Korean manufacturer.

     Gain on sale of rental units for the two months ended December 31, 2010 we
recorded no gains from the sale of Calmare(R) pain therapy medical devices
previously rented. In the three months ended January 31, 2010, we recorded
$81,000 from the sale of two Calmare(R) pain therapy medical devices that a
customer had been renting from us.

     Retained royalties for the two months ended December 31, 2010, were $4,000,
which was $25,000, or 86% less than the $29,000 of retained royalties reported
in the three months ended January 31, 2010.

     Other income for the two months ended December 31, 2010, was $8,000, which
was $2,000, or 33% more than the $6,000 of other income reported in the three
months ended January 31, 2010. For both of these periods, other income consisted
of rental income from customers who were renting Calmare(R) pain therapy medical
devices from us.

     EXPENSES

     Total expenses increased $368,000 or 36% in the two months ended December
31, 2010, compared to the three months ended January 31, 2010.

     Cost of product sales remained unchanged, at $9,000, in the two months
ended December 31, 2010, compared to the three months ended January 31, 2010.
This represents the cost of the one Calmare(R) pain therapy medical devices sold
and shipped from U.S. inventory, for both periods.

     Personnel  and other direct expenses relating to revenue decreased $327,000
or  64%  in the two months ended December 31, 2010, compared to the three months
ended  January  31,  2010.  Personnel  and  related  benefit expenses were lower
($285,000)  in  the  two months ended December 31, 2010, due to the reduction of
the  staff size from nine (9) in January 2010 to five (5) at the end of December
31,  2010  and  the  associated  reduction  in  salaries and benefits which were
slightly  offset  by  increases in severance payments and COBRA benefit payments
for employees who were terminated.  Changes in benefit plan enrollment and costs
also contributed to the reduction in the personnel and related benefit expenses.
That  decrease  was  offset  somewhat  by  increased  consulting fees ($11,000),
primarily due to work related to Federal government sales of our Calmare  device
and  the  management  services  of  our  current  CEO.

General and administrative expenses decreased $40,000 in the two months ended
December 31, 2010, compared to the three months ended January 31, 2010.  The
change is primarily due to the decreases in rent ($41,000) and insurance
($3,000).  Expenses associated with being a public company decreased as well
($38,000).  These reductions were offset by increases in legal fees of $120,000
associated with increased Board activity relating to the termination of the
former CEO and the legal activity relating to the former CEO challenging his
termination for cause, now in arbitration.  Marketing expenses, investor
relations expenses, and consultant fee and expenses were also higher in the two
months ended December 31, 2010, primarily due to work related to developing and
implementing an insurance reimbursement strategy for our Calmare  device and
efforts to increase awareness of our Calmare  pain therapy in the medical device
market, as well as payments for research reports completed during fiscal 2010 to
increase awareness of the Company and interest in the Company's financial
activities.

Restructuring expenses associated with the physical move of the Company's office
space added $326,000 to expenses in the two months ended December 31, 2010.
There were no such expenses in the three months ended January 31, 2010.
Included in this restructuring charge was $203,000 to buyout the previous office
lease for office spaces located at 777 Commerce Drive, Fairfield, CT, and
$88,000 associated with the physical move to 1375 Kings Highway East, Fairfield,
CT.  The buyout included a buyout premium and negotiated future rent payments,
per the original lease agreement that was included in previous filings.  The
Company wrote off furniture and fixtures unusable in the new office space and
leasehold improvements to the former office space for a combined total write off
of approximately $112,000.  In addition, the previously accrued deferred rent
payments of $76,000 for the 777 Commerce Drive office spaces were reversed.

                                   Page 21
<PAGE>
     Bad debt expenses added $409,000 to expenses in the two months ended
December 31, 2010.  There were no such expenses in the three months ended
January 31, 2010.  Following the management changes which occurred in September
2010, all accounts and agreements were closely scrutinized.  Following that
review, the Company cancelled its distribution agreement with Life Epist me
Group srl ("LEG").  The receivable for 55 Calmare  devices which LEG had
purchased in fiscal 2010 ($1,133,000), but had not paid for was written off and
those 55 devices, along with 2 samples being held by LEG were brought into the
Company's inventory, which reduced this portion of the bad debt expense by
$662,000, resulting in a write off of $471,000.  Other receivables totaling
$18,000 deemed uncollectible were also cancelled and included in the
restructuring charges.  Offsetting these additional expenses were reductions
related to the Company's reversal of previously accrued commissions payable
associated with a cancelled consulting contract relating to these sales
($80,000).

RESULTS OF OPERATIONS - FIVE MONTHS ENDED DECEMBER 31, 2010 VS. SIX MONTHS ENDED
JANUARY 31, 2010

     SUMMARY OF RESULTS

     We incurred a net loss attributable to common shareholders of $2,540,000 or
$0.18 per share for the five months ended December 31, 2010, compared to a net
loss of $1,501,000 or $0.15 per share for the six months ended January 31, 2010,
a 69% increase in net loss of $1,039,000.  As explained in detail below, the
increase in the net loss reflects a decrease of $224,000 in revenue, an increase
in expenses of $682,000, and a preferred stock dividend of $132,000 related to
the variable conversion feature of the Company's Series C Convertible Preferred
Stock.

     REVENUE

     In the five months ended December 31, 2010, total revenue was $188,000,
compared to $412,000 for the six months ended January 31, 2010, a 54% decrease
or $224,000.

     Product sales for the five months ended December 31, 2010, we recorded
$164,000 from the sale and shipment of three Calmare(R) pain therapy medical
devices to US customers.  In the six months ended January 31, 2010, we recorded
$287,000 in revenue from the sale and shipment of nineteen (19) Calmare(R) pain
therapy medical devices, to US and International customers.

     Gain on sale of rental units for the five months ended December 31, 2010 we
recorded no gains from the sale of Calmare(R) pain therapy medical devices
previously rented. In the six months ended January 31, 2010, we recorded $81,000
from the sale of two Calmare(R) pain therapy medical devices that a customer had
been renting from us.

     Retained royalties for the five months ended December 31, 2010, were
$12,000, which was $26,000, or 68% less than the $38,000 of retained royalties
reported in the six months ended January 31, 2010.

     Other income for the five months ended December 31, 2010, was $12,000,
which was $6,000, or 100% more than the $6,000 of other income reported in the
six months ended January 31, 2010. For both of these periods, other income
consisted of rental income from customers who were renting Calmare(R) pain
therapy medical devices from us.

     EXPENSES

     Total expenses increased $682,000 or 35% in the five months ended December
31, 2010, compared to the six months ended January 31, 2010.

     Cost of product sales increased $19,000 or 211% in the five months ended
December 31, 2010, compared to the six months ended January 31, 2010. This
represents the cost of the three Calmare(R) pain therapy medical devices sold,
and shipped from U.S. inventory, for the five months ended December 31, 2010. In
the six months ended

                                   Page 22
<PAGE>
January 31, 2010, nineteen Calmare devices were sold.  Of those, eighteen were
shipped directly to customers from the manufacturer and no cost of goods sold
was recorded.  In addition, during the six months ended January 31, 2010, the
company ordered 50 Calmare(R) devices shipped directly from the manufacturer to
be kept as inventory, one of those was sold during the six months ended January
31, 2010, and the cost of that device is reflected in the cost of product sales.

     Personnel  and other direct expenses relating to revenue decreased $293,000
or  31%  in  the five months ended December 31, 2010, compared to the six months
ended  January  31,  2010.  Personnel and related benefit expenses were lower in
the  five months ended December 31, 2010, due to the reduction of the staff size
from  nine  (9) in January 2010 to five (5) at the end of December 31, 2010, and
the associated reduction is salaries and benefits which were offset by severance
payments  and  COBRA  benefit  payments.  Changes in benefit plan enrollment and
costs  also  contributed  to  the  reduction  in  personnel  and related benefit
expenses.  That  decrease  was  offset  by  increased  patent  related expenses,
primarily  due  to  International patents associated with our Calmare(R) device,
and  increased  consulting  fees,  primarily  due  to  work  related  to Federal
government  sales  of  our  Calmare(R)  device  and  the management services our
current  CEO.

     General and administrative expenses increased $222,000 or 23% in the five
months ended December 31, 2010, compared to the six months ended January 31,
2010. The change is primarily due to increases in legal fees associated with
increased Board activity relating to the termination of the former CEO and the
new legal activity relating to the former CEO challenging his termination for
cause, now in arbitration. Marketing expenses, investor relations expenses, and
consultant fee and expenses were also higher in the five months ended December
31, 2010, primarily due to work related to developing and implementing an
insurance reimbursement strategy for our Calmare(R) device and efforts to
increase awareness of our Calmare(R) pain therapy in the medical device market,
as well as payments for research reports completed to increase awareness of the
Company and interest in the Company's financial activities. The increases were
offset by a reduction in the expenses for rent, insurance, and Section 404 work
due to the contracting of a new firm to complete the work at lower cost.

     Restructuring expenses associated with the physical move of the Company's
office space added $326,000 to expenses in the five months ended December 31,
2010.  There were no such expenses in the six months ended January 31, 2010.
Included in this restructuring charge was $203,000 to buyout the previous office
lease for office spaces located at 777 Commerce Drive, Fairfield, CT, and
$88,000 associated with the physical move to 1375 Kings Highway East, Fairfield,
CT.  The buyout included a buyout premium and negotiated future rent payments,
per the original lease agreement that was included in previous filings.  The
Company wrote off furniture and fixtures unusable in the new office space and
leasehold improvements to the former office space for a combined total write off
of approximately $112,000.  In addition, the previously accrued deferred rent
payments of $76,000 for the 777 Commerce Drive office spaces were reversed.

     Bad debt expenses added $409,000 to expenses in the five months ended
December 31, 2010. There were no such expenses in the six months ended January
31, 2010. Following the management changes which occurred in September 2010, all
accounts and agreements were closely scrutinized. Following that review, the
Company cancelled its distribution agreement with Life Epist me Group srl
("LEG"). The receivable for 55 Calmare devices which LEG had purchased in fiscal
2010 ($1,133,000), but had not paid for was written off and those 55 devices,
along with 2 samples being held by LEG were brought into the Company's
inventory, which reduced this portion of the bad debt expense by $662,000,
resulting in a write off of $471,000. Other receivables totaling $18,000 deemed
uncollectible were also cancelled and included in the restructuring charges.
Offsetting these additional expenses were reductions related to the Company's
reversal of previously accrued commissions payable associated with a cancelled
consulting contract related to these sales ($80,000).

     FINANCIAL CONDITION AND LIQUIDITY

     Our liquidity requirements arise principally from our working capital
needs, including funds needed to find and market new or existing technologies or
products, and protect and enforce our intellectual property rights, if
necessary.  We fund our liquidity requirements with a combination of cash on
hand and cash flows from operations, if any, including royalty legal awards, and
sales of common stock.  At December 31, 2010, we had no outstanding long-term
debt or credit facility.

                                   Page 23
<PAGE>
     Our future cash requirements depend on many factors, including results of
our operations and marketing efforts, results and costs of our legal
proceedings, and our equity financing.  To achieve and sustain profitability, we
must increase the number of distributors for our products, broaden the base of
technologies for distribution, license technologies with sufficient current and
long-term revenue streams, and add new licenses.  Obtaining rights to new
technologies, granting rights to licensees and distributors, enforcing
intellectual property rights, and collecting revenue are subject to many
factors, some of which are beyond our control.  Although we cannot be certain
that we will be successful in these efforts, we believe the combination of our
cash on hand and revenue from executing our strategic plan will be sufficient to
meet our obligations of current and anticipated operating cash requirements.

     In fiscal 2010, the Company incorporated revenue from the sale of inventory
into its revenue stream.  That source of revenue is expected to continue as
sales of its Calmare  pain therapy medical device continue to expand and other
products are added to the Company's portfolio of technologies.

     Cash and cash equivalents consist of demand deposits and interest earning
investments with maturities of three months or less, including overnight bank
deposits and money market funds.  We carry cash equivalents at cost.

     At December 31, 2010, the Company's balance sheet showed cash and cash
equivalents of $557,000.  In addition the Company has $750,000 of restricted
cash held in escrow as a Prejudgment Remedy associated with the arbitration case
involving our former Chairman, President and CEO.  This is compared to $907,000
cash and cash equivalents at July 31, 2010.  The net loss of $2,408,000 for the
five months ended December 31, 2010 contained non-cash income of $471,000 and
net changes in assets and liabilities of $360,000, resulting in cash used in
operations of $1,577,000.  During the five month period ending December 31,
2010, the company sold shares of common stock, issued shares of common stock to
pay down accrued liabilities, and sold shares of Series C Convertible Preferred
Stock.

     We currently have the benefit of using a portion of our accumulated NOLs to
eliminate any future regular federal and state income tax liabilities.  We will
continue to receive this benefit until we have utilized all of our NOLs, federal
and state.  However, we cannot determine when and if we will be profitable and
utilize the benefit of the remaining NOLs before they expire.

     GOING CONCERN

     The Company has incurred operating losses since fiscal 2006.  During the
year ended July 31, 2010 and into the five months ended December 31, 2010, we
had a significant concentration of revenues from our Calmare(R) pain therapy
medical device technology.  We continue to seek revenue from new technologies or
products to mitigate the concentration of revenues, and replace revenues from
expiring licenses on other technologies.

     Although we have taken steps to significantly reduce its operating expenses
going forward, even at these reduced spending levels, should the anticipated
increase in revenue from sales of Calmare(R) medical devices not occur the
Company may not have sufficient cash flow to fund operating expenses beyond the
third quarter of calendar 2011. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.

     The Company's continuation as a going concern is dependent upon its
developing recurring revenue streams sufficient to cover operating costs.  The
company does not have any significant individual cash or capital requirements in
the budget going forward.  During the transitional period ended December 31,
2010, the Company undertook a major reduction of its operating expenses through
staff reductions and reduced office space costs.  The reduction will continue to
be implemented into the next fiscal quarter and is expected to reduce costs by
$1.5 million annually, to approximately $3.4 million.  If necessary, the Company
will meet anticipated operating cash requirements by further reducing costs,
and/or pursuing sales of certain assets and technologies while we pursue
licensing and distribution opportunities for our remaining portfolio of
technologies.  There can be no assurance that the Company will be successful in
such efforts.  Failure to develop a recurring revenue stream sufficient to cover
operating expenses would negatively affect the Company's financial position.


                                   Page 24
<PAGE>
CAPITAL REQUIREMENTS

     We continue to seek revenue from new technology licenses to mitigate the
concentration of revenue, and replace revenue from expiring licenses.  We have
created a new business model for appropriate technologies that allows us to move
beyond our usual royalty arrangement and share in the profits of distribution.

     All purchases under $1,000 are expensed. We expect capital expenditures to
be less than $50,000 in the coming year.

     CONTRACTUAL OBLIGATIONS AND CONTINGENCIES

     Because the former Chairman, President and CEO, John B. Nano, was
terminated for cause in September 2010, the Company does not believe it has any
remaining contractual obligations under his terminated employment agreement (See
Note 12. Contingencies).

     On November 22, 2010, the Company terminated our operating lease and paid
the landlord all existing obligations thereto. The Company then entered into a
new, three-year operating lease for new, more appropriately sized office spaces.
The obligations are significantly less that the previous lease, averaging
$70,300 per year for the three-year term. Under the previous lease, rent and
utility obligations would have been approximately $300,000 per year for that
same period.

     Contingencies.  Our directors, officers, employees and agents may claim
indemnification in certain circumstances.  We seek to limit and reduce our
potential financial obligations for indemnification by carrying directors and
officers liability insurance, subject to deductibles.

     We also carry liability insurance, casualty insurance, for owned or leased
tangible assets, and other insurance as needed to cover us against claims and
lawsuits that occur in the ordinary course of business.

     Many of our license and service agreements provide that upfront license
fees, license fees and/or royalties we receive are applied against amounts that
our clients or we have incurred for patent application, prosecution, issuance
and maintenance costs.  If we incur such costs, we expense them as incurred, and
reduce our expense if we are reimbursed from future fees and/or royalties we
receive.  If the reimbursement belongs to our client, we record no revenue or
expense.

     As of December 31, 2010, CTTC and its majority-owned subsidiary, VVI, have
remaining obligations, contingent upon receipt of certain revenue, to repay up
to $199,006 and $203,478, respectively, in consideration of grant funding
received in 1994 and 1995.  CTTC is also obligated to pay at the rate of 7.5% of
its revenue, if any, from transferring rights to certain inventions supported by
the grant funds.  VVI is obligated to pay at rates of 1.5% of its net sales of
supported products or 15% of its revenue from licensing supported products, if
any.  We recognize these obligations only if we receive revenue related to the
grant funds.  We received no revenue related to the grant funds and therefore
recognized no such obligations in the two months ended December 31, 2010.

     We engage independent consultants who provide us with business development
and/or evaluation services under contracts that are cancelable on certain
written notice.  These contracts include contingencies for potential incentive
compensation earned solely on sales resulting directly from the work of the
consultant.  For the two months ended December 31, 2010, and the three months
ended January 31, 2010, we recorded approximately $8,000, and $11,000,
respectively of these contingent compensation expenses.  For the five months
ended December 31, 2010, and the six months ended January 31, 2010, we recorded
approximately $22,000, and $18,000, respectively of these contingent
compensation expenses.


                                   Page 25
<PAGE>
CRITICAL ACCOUNTING ESTIMATES

     There have been no significant changes in our accounting estimates
described under the caption "Critical Accounting Estimates" included in Part II,
Item 7, "Management's Discussion and Analysis of Financial Condition and Results
of Operations," in our Annual report on Form 10-K for the year ended July 31,
2010.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

     (a)     Evaluation of disclosure controls and procedures
             ------------------------------------------------

     Our management evaluated the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Securities Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of December 31, 2010.  Our disclosure controls
and procedures are designed to ensure that information required to be disclosed
by the issuer in the reports that it files or submits under the Act (15 U.S.C.
78a et seq.) is recorded, processed, summarized, and reported, within the time
periods specified in the Commission's rules and forms.  Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Act is accumulated and communicated to the
issuer's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.  Based on this evaluation,
management concluded that our disclosure controls and procedures, were effective
as of December 31, 2010.

     (b)     Change in Internal Controls
             ---------------------------

     While there were personnel changes during the period ending December 31,
2010, there were no changes in our internal control over financial reporting
during that period that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.


                                   Page 26
<PAGE>
PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

     See Part I, Note 12 to the accompanying unaudited condensed consolidated
financial statements of this Transition Report on Form 10-Q.

Item 1A.     Risk Factors

     We disclosed the risk factors related to our business and the market
environment in our Annual Report on Form 10-K for the fiscal year ended July 31,
2010.  Between July 31, 2010 and February 22, 2011, the Company has taken
several actions that we believe will reduce the Company's risk.  These include
lowering costs through staff reductions and office relocation, developing
additional sales, and obtaining additional capital.

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

     On December 15, 2010, the Company's Board of Directors authorized the
issuance of 750 shares of Series C Convertible Preferred Stock ($1,000 par
value) with a 5% cumulative dividend.  On December 30, 2010, 750 shares were
issued.  The Company converted a $400,000 promissory note into 400 shares and
received cash of $350,000 for the remaining 350 shares.  These transactions were
necessitated to replenish the Company's operating cash which had been drawn down
by the $750,000 cash collateral previously posted by CTTC in a prejudgment
remedy action styled John B. Nano v. Competitive Technologies, Inc., Docket No.
CV10 5029318 (Superior Court, Bridgeport, CT).  Note 11 outlines the details of
the Series C Convertible Preferred Stock.  For details about the arbitration
case, see Note 12.

Item 3.     Defaults Upon Senior Securities

     None

Item 5.     Other Information

     None.

Item 6.     Exhibits

4.1  Certificate of Designation of Series C Convertible Preferred Stock.

31.1 Certification by the Chief Executive Officer of Competitive Technologies,
     Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule
     13a-14(a) or Rule 15d-14(a)).

31.2 Certification by the Chief Financial Officer of Competitive Technologies,
     Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule
     13a-14(a) or Rule 15d-14(a)).

32.1 Certification by the Chief Executive Officer of Competitive Technologies,
     Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
     1350) (furnished herewith).

32.2 Certification by the Chief Financial Officer of Competitive Technologies,
     Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
     1350) (furnished herewith).

                                   Page 27
<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant to the requirements 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.


                                   COMPETITIVE TECHNOLOGIES, INC.
                                   (the registrant)

                                   By /s/ Johnnie D. Johnson.
                                   --------------------------
                                   Johnnie D. Johnson
                                   Chief Executive Officer,
                                   Chief Financial Officer, Chief Accounting
                                   Officer and Authorized Signer

February 22, 2011























<PAGE>
                               INDEX TO EXHIBITS

Exhibit No.     Description

4.1  Certificate of Designation of Series C Convertible Preferred Stock.

31.1 Certification by the Chief Executive Officer of Competitive Technologies,
     Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule
     13a-14(a) or Rule 15d-14(a)).

31.2 Certification by the Chief Financial Officer of Competitive Technologies,
     Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule
     13a-14(a) or Rule 15d-14(a)).

32.1 Certification by the Chief Executive Officer of Competitive Technologies,
     Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
     1350) (furnished herewith).

32.2 Certification by the Chief Financial Officer of Competitive Technologies,
     Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
     1350) (furnished herewith).