UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Competitive Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
204512107
(CUSIP Number)
December 31, 2008
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out or a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 204512107 SCHEDULE 13G Page 2 of 8
1 Name of Reporting Person ROI Capital Management,
Inc.
IRS Identification No. of Above Person 68-0269547
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
California
5 Sole Voting Power
579,200
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
579,200
8 Shared dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
579,200
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
6.9%
12 Type of Reporting Person*
CO
CUSIP No. 204512107 SCHEDULE 13G Page 3 of 8
1 Name of Reporting Person Mark T. Boyer
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
579,200
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
579,200
8 Shared dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
579,200
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
6.9%
12 Type of Reporting Person*
IN
CUSIP No. 204512107 SCHEDULE 13G Page 4 of 8
1 Name of Reporting Person Mitchell J. Soboleski
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
579,200
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
579,200
8 Shared dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
579,200
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
6.9%
12 Type of Reporting Person*
IN
CUSIP No. 204512107 SCHEDULE 13G Page 5 of 8
Item 1(a). Name of Issuer.
Competitive Technologies, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
777 Commerce Drive, Suite 100, Fairfield, CT 06825
Item 2(a). Names of Persons Filing.
Mitchell J. Soboleski, Mark T. Boyer and ROI Capital
Management, Inc.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of Mitchell Soboleski, Mark T. Boyer
and ROI Capital Management, Inc. is 300 Drakes Landing Road,
Suite 175, Greenbrae, CA 94904.
Item 2(c). Citizenship.
Mitchell J. Soboleski and Mark T. Boyer are United States
citizens. ROI Capital Management, Inc. is a California
corporation.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
204512107
Item 3. If this statement is filed pursuant to 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
CUSIP No. 204512107 SCHEDULE 13G Page 6 of 8
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with 240.13b-1(b)(1)(ii)(G) (with respect to
Mitchell J. Soboleski and Mark T. Boyer only).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of
pages two (2), three (3) and four (4) of this Schedule 13G,
which Items are incorporated by reference herein.
CUSIP No. 204512107 SCHEDULE 13G Page 7 of 8
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
ROI Capital Management, Inc. is deemed to be the
beneficial owner of the number of securities reflected in
Item 5-9 and 11 of page two (2) of this Schedule 13G pursuant
to separate arrangements whereby it acts as investment
manager to certain persons. Each person for whom ROI Capital
Management, Inc. acts as investment manager has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the common stock purchased
or held pursuant to such arrangements. Mitchell J. Soboleski
& Mark T. Boyer are deemed to be the beneficial owners of the
number of securities reflected in Items 5-9 and 11 on pages
three (3) and four (4) of this Schedule 13G pursuant to their
ownership interest in ROI Capital Management, Inc.
Item 7. Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of
the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, ROI Capital Management, Inc., Mitchell
J. Soboleski and Mark T. Boyer certify that, to the best of
their respective knowledge and believe, the securities
referred to above on pages two (2), three (3) and four (4),
respectively, of this Schedule 13G were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
CUSIP No. 204512107 SCHEDULE 13G Page 8 of 8
Signature
After reasonable inquiry and to the best of their
respective knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete
and correct.
DATED: February 13, 2009
MITCHELL J. SOBOLESKI
/s/ Mitchell J. Soboleski
________________________
By: Mitchell J. Soboleski
MARK T. BOYER
/s/ Mark T. Boyer
________________________
By: Mark T. Boyer
ROI CAPITAL MANAGEMENT, INC.
/s/ Mitchell J. Soboleski
________________________
By: Mitchell J. Soboleski
its: Secretary