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

                                   FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended April 30, 2009
                 -----------------------------------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the transition period from          to

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

                  *
                *****
              **-----**
            **-----       COMPETITIVE
          ****----        TECHNOLOGIES
            **=====       Unlocking the Potential of Innovation (R)
              **=====**
                *****
                  *  (R)

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

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

777 Commerce Drive
Fairfield, Connecticut                                   06825
----------------------                                   -----
(Address of principal executive offices)                 Zip Code)

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

                                      N/A
--------------------------------------------------------------------------------
   (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 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]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.     Yes [ ]          No [ ]

The number of shares of the registrant's common stock outstanding as of June 10,
2009 was 9,536,552 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 April 30, 2009 (unaudited)
          and July 31, 2008....................................................3

     Condensed Consolidated Statements of Operations for the
          three months ended April 30, 2009 and 2008 (unaudited)...............4

     Condensed Consolidated Statements of Operations for the
          six months ended April 30, 2009 and 2008 (unaudited).................5

     Condensed Consolidated Statement of Changes in Shareholders'
          Interest for the six months ended April 30, 2009 (unaudited).........6

     Condensed Consolidated Statement of Cash Flows for the
          six months ended April 30, 2009 and 2008 (unaudited).................7

     Notes to Condensed Consolidated Interim Financial Statements
          (unaudited).....................................................8 - 17

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.......................................18 - 25

Item 3.  Quantitative and Qualitative Disclosures About Market Risk...........25

Item 4.  Controls and Procedures.........................................25 - 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 4.  Submission of Matters to a Vote of Security Holders..................28

Item 5.  Other................................................................28

Item 6.  Exhibits.............................................................28

Signatures....................................................................29

Exhibit Index.................................................................30

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

ITEM 1.  CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                     Condensed Consolidated Balance Sheets

                                                 APRIL 30, 2009    July 31, 2008
                                                ---------------  ---------------
                                                  (UNAUDITED)
ASSETS
Current Assets:
 Cash and cash equivalents                      $      374,065   $    2,237,095
 Receivables, net of allowance of $101,154
   at April 30, 2009 and July 31, 2008                 370,597          120,077
 Prepaid expenses and other current assets             141,627          317,756
                                                ---------------  ---------------
   Total current assets                                886,289        2,674,928

Property and equipment, net                            217,508          262,863
Other long term assets                                   3,020           40,083
Deferred financing costs, net                          211,707          133,109
                                                ---------------  ---------------

TOTAL ASSETS                                    $    1,318,524   $    3,110,983
                                                ===============  ===============

LIABILITIES AND SHAREHOLDERS' INTEREST
Current Liabilities:
 Accounts payable                               $      517,408   $      679,644
 Accrued expenses and other liabilities                445,812          759,081
                                                ---------------  ---------------
   Total current liabilities                           963,220        1,438,725
Deferred Rent                                           81,058           78,822
Shareholders' interest:
 5% preferred stock, $25 par value, 35,920
   shares authorized, 2,427 shares issued
    and outstanding                                     60,675           60,675
 Common stock, $.01 par value, 20,000,000
   shares authorized, 9,234,343 and 8,179,872
   shares issued and outstanding, respectively          92,343           81,798
 Capital in excess of par value                     37,060,619       35,732,761
 Accumulated deficit                               (36,939,391)     (34,281,798)
                                                ---------------  ---------------
   Total shareholders' interest                        274,246        1,593,436
                                                ---------------  ---------------

TOTAL LIABILITIES AND SHAREHOLDERS' INTEREST    $    1,318,524   $    3,110,983
                                                ===============  ===============

                             See accompanying notes

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

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Operations
                                  (Unaudited)

                                                 Three months ended April 30,
                                                      2009               2008
                                            --------------  -----------------
REVENUE
Retained royalties                          $     159,278   $        210,490
Investment income                                     240             26,337
Product sales                                       7,659              1,302
                                            --------------  -----------------
                                                  167,177            238,129
                                            --------------  -----------------
EXPENSES
Cost of product sales                                 165                800
Personnel and other direct expenses
  relating to revenue                             448,909            539,065
General and administrative expenses               473,447            708,317
Patent enforcement expenses, net
  of reimbursements                                     -                742
Interest Expense                                    1,752                  -
                                            --------------  -----------------
                                                  924,273          1,248,924

(Loss) before income taxes                       (757,096)        (1,010,795)
Provision (benefit) for income taxes                    -                  -
                                            --------------  -----------------

NET (LOSS)                                  $    (757,096)  $     (1,010,795)
                                            ==============  =================

Basic and diluted (loss) per share          $       (0.09)  $          (0.12)
                                            ==============  =================


Basic and diluted weighted average number
  of common shares outstanding:                 8,815,387          8,179,872


                             See accompanying notes

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

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Operations
                                  (Unaudited)

                                                   Nine months ended April 30,
                                                       2009               2008
                                              -------------  -----------------
REVENUE
Retained royalties                            $    213,037   $        763,529
Investment income                                    7,204            146,524
Product sales                                        8,493             58,586
Other income                                        70,991                  -
                                              -------------  -----------------
                                                   299,725            968,639
                                              -------------  -----------------
EXPENSES
Cost of product sales                                  572             52,181
Personnel and other direct expenses
  relating to revenue                            1,609,095          2,554,001
General and administrative expenses              1,744,047          2,901,151
Patent enforcement expenses, net
  of reimbursements                                  1,852             32,660
Impairment of available-for-sale securities              -            227,596
Loss on sale of available-for-sale
  securities, net of gains                               -             70,809
Interest Expense                                     1,752                  -
Insurance recovery                                (400,000)                 -
                                              -------------  -----------------
                                                 2,957,318          5,838,398
                                              -------------  -----------------

(Loss) before income taxes                      (2,657,593)        (4,869,759)
Provision (benefit) for income taxes                     -                  -
                                              -------------  -----------------

NET (LOSS)                                    $ (2,657,593)  $     (4,869,759)
                                              =============  =================

Basic and diluted (loss) per share            $      (0.31)  $          (0.60)
                                              =============  =================

Basic and diluted weighted average number
 of common shares outstanding:                   8,485,935          8,148,443


                             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 nine months ended April 30, 2009
                                                       (Unaudited)

<S>                           <C>          <C>       <C>          <C>       <C>             <C>            <C>
                                    PREFERRED STOCK          COMMON STOCK
                              ---------------------  ---------------------         CAPITAL                           TOTAL
                                   SHARES                 SHARES                 IN EXCESS    ACCUMULATED    SHAREHOLDERS'
                              OUTSTANDING    AMOUNT  OUTSTANDING    AMOUNT    OF PAR VALUE        DEFICIT         INTEREST
                              -----------  --------  -----------  --------  --------------  -------------  ---------------
BALANCE - JULY 31, 2008             2,427  $ 60,675    8,179,872  $ 81,798  $  35,732,761   $(34,281,798)  $    1,593,436

 NET (LOSS)                                                                                   (2,657,593)      (2,657,593)

 Compensation expense
   from stock option grants                                                       188,526                         188,526
 Stock issued to Directors                                12,500       125         12,438                          12,563
 Issuance of Fusion initial
   commitment shares                                      63,280       634        122,763                         123,397
 Sale of shares to Fusion                                895,660     8,956        953,543                         962,499
 Amortization of deferred
   financing costs related
   to Fusion shares                                                               (50,469)                        (50,469)
 Stock issued under
   401(k) Plan                                            26,592       266         39,621                          39,887
 Purchase of restricted
   shares by Directors                                    43,439       434         48,566                          49,000
 Stock issued for legal
   services provided                                      13,000       130         12,870                          13,000
                              -----------  --------  -----------  --------  --------------  -------------  ---------------

BALANCE - APRIL 30, 2009            2,427  $ 60,675    9,234,343  $ 92,343  $  37,060,619   $(36,939,391)  $      274,246
 (Unaudited)                  ===========  ========  ===========  ========  ==============  =============  ===============

<FN>
                                                  See accompanying notes
</TABLE>

                                     Page 6
<PAGE>
                   PART I.  FINANCIAL INFORMATION (CONTINUED)

                COMPETITIVE TECHNOLOGIES, INC. AND SUBSIDIARIES

                 Condensed Consolidated Statement of Cash Flows
                                  (Unaudited)

                                                    Nine months ended April 30,
                                                        2009               2008
                                               -------------  -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (loss)                                    $ (2,657,593)  $     (4,869,759)
 Adjustments to reconcile net loss to net
   cash used in operating activities:
   Depreciation and amortization                     46,845             54,186
   Deferred rent                                      2,236             12,370
   Share-based compensation - stock options         188,526            270,490
   Accrued stock contribution                       (67,632)           120,662
   Impairment of available-for-sale
     securities                                           -            227,596
   Stock Issued as compensation for services
     provided                                        13,000                  -
   Security Deposit used as rent payment             36,813                  -
   Loss on available-for-sale securities                  -             70,809
 Changes in assets and liabilities:
   Receivables                                     (250,520)          (208,240)
   Inventory                                              -             13,481
   Prepaid expenses and other long-term
     assets                                         176,379            210,376
   Accounts payable, accrued expenses and
     other liabilities                             (355,423)          (365,881)
                                               -------------  -----------------
Net cash (used in) operating activities          (2,867,369)        (4,463,910)
                                               -------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                 (1,490)           (30,334)
 Proceeds from sales of available-for-sale
     securities                                           -            822,873
                                               -------------  -----------------
Net cash (used in) provided by investing
 activities                                          (1,490)           792,539
                                               -------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from sale of stock                      1,011,499                  -
 Deferred finance charges                            (5,670)                 -
                                               -------------  -----------------
Net cash provided by financing activities         1,005,829                  -
                                               -------------  -----------------

Net (decrease) in cash and cash equivalents      (1,863,030)        (3,671,371)
Cash and cash equivalents at beginning of
 period                                           2,237,095          6,572,076
                                               -------------  -----------------
Cash and cash equivalents at end of period     $    374,065   $      2,900,705
                                               =============  =================

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
     On September 30, 2008, the Company issued 63,280 registered shares of
common stock valued at $123,397 to Fusion Capital II, LLC ("Fusion") as initial
commitment shares per our equity financing agreement.  On January 2, 2009, the
Company issued 12,500 shares valued at $12,563 as compensation to five
non-employee directors under the 1996 Directors' Stock Participation Plan.
During the first nine months of fiscal 2009, we amortized $50,469 of deferred
financing costs related to our equity financing agreement against Capital in
Excess of Par Value.  On April 3, 2009, the Company contributed 26,592 shares of
common stock valued at $39,887 to the 401(k) plan.

                             See accompanying notes

                                     Page 7
<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 thereto is
unaudited.

     Competitive Technologies, Inc. ("CTT") and its wholly-owned subsidiary, CTT
Trading Company, LLC ("CTT Trading"), and 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.A. and Asia, with respect to a broad range of life and
physical sciences, electronics, and nanotechnologies 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 by our
clients' technologies.

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

     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
United States of America.  The results for the three and nine months ended April
30, 2009 are not necessarily indicative of the results that can be expected for
the full fiscal year ending July 31, 2009.

     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, 2008, filed on October 28, 2008.

     The Company incurred an operating loss for the first nine months of fiscal
2009, as well as operating losses in fiscal 2008, 2007 and 2006. During fiscal
2007, we had a significant concentration of revenue from our homocysteine assay
technology. The primary underlying patent for this technology expired in July
2007 and we did not receive revenue for sales made after that date on that
patent. Revenue in fiscal 2008 for the homocysteine technology reflects back
royalties previously unreported by customers. We continue to seek revenue from
new technology licenses or product distributions, such as those below, to
mitigate the concentration of revenue, and replace revenue from expiring
agreements. The anticipated benefit to the Company of the revenue and financing
factors noted below are expected to offset the lack of sufficient cash flow to
fund current reduced operating expenses beyond fourth quarter fiscal 2009.
Without these benefits, current 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.

     Our liquidity requirements arise principally from our working capital
needs, including funds needed to find 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 and cash flows
from operations, if any, including royalty legal awards. In addition, we have
the ability to fund our requirements through sales of common stock under the
Fusion agreement. At April 30, 2009, we had no outstanding debt or credit
facility.

     The Company's continuation as a going concern is dependent upon its
developing other recurring revenue streams sufficient to cover operating costs.
If necessary, we will meet anticipated operating cash requirements by further
reducing costs, and/or the sale of certain assets and technologies while we
pursue licensing and distribution opportunities for our remaining portfolio of
technologies. In addition, we will sell shares to Fusion per our agreement, on
an as-needed basis, when the Company's stock price is at or above $1.00 per
share. The Company does not have any

                                     Page 8
<PAGE>
significant individual cash or capital requirements in the budget going forward.
There can be no assurance that the Company will be successful in such efforts or
that we will be able to obtain alternative financing should our stock price fall
below $1.00 per share.  Failure to develop a recurring revenue stream sufficient
to cover operating expenses would negatively affect the Company's financial
position.

     In late fiscal 2007, the Company obtained exclusive worldwide distribution
rights to a non-invasive pain management medical device for rapid treatment of
high-intensity oncologic and neuropathic pain, including pain resistant to
morphine and other drugs.  The device's European CE mark certification allows it
to be distributed and sold throughout Europe, and makes it eligible for approval
for distribution and sales in multiple global markets.  In February 2009, CTT
received FDA 510(k) clearance for U.S. sales of the device.  Several thousand
patients in various hospitals have been successfully treated using the
technology.  CTT's partner, GEOMC Co., Ltd. of Korea, is manufacturing the
product commercially for worldwide distribution.  U.S. and international patents
are pending.

     In July 2008, we signed a country-exclusive distribution agreement with
Excel Life Sciences, Inc. for India. In the first six months fiscal 2009, we
signed three additional country-exclusive distribution agreements with GEOMC
Co., Ltd. for Korea, Biogene Pharma Limited for Bangladesh, and Able Global
Healthcare Sdn. Bhd. for Malaysia. In February 2009, the Company signed an
agreement with Life Episteme srl granting them exclusive distribution rights in
29 countries throughout Europe, Asia, Africa, the Middle East, South America and
Oceania. In March 2009, exclusive distribution rights in two additional
countries were granted to Life Episteme. Local sales authorization is required
in each country.

     In April 2009, the Company, acknowledging the current difficult economic
climate, entered into an agreement with Americorp Financial, LLC (AFS), where
AFS will provide financing of sales of the pain management medical device for 24
- 60 month lease periods to hospitals, clinics and medical practices in the U.S.
AFS will provide financing services under the name, Competitive Technologies
Financial Services. CTT will receive the full retail sales price of the device
upon execution of each lease, while AFS carries the lease.

     Also in April 2009, an agreement was signed with Native Energy & Economic
Development, giving them exclusive sales rights for selected U.S. government
agencies, including the Department of Veteran's Affairs (VA), the Department of
Defense (DOD), and the Indian Health Service (IHS).

     The signed distribution agreements, for territories outside the U.S., for
this device, now cover about 50% of the world's population.  Contractual
minimums in the distribution agreements have a retail sales value of over $25
million for 2009 and about $50 million for 2010.  The Company will share in
revenue derived from sales of the device to distributors.

     In July 2008, to improve our financial condition, we entered into an equity
financing arrangement with Fusion for up to $5.0 million of cash through sales
of our common stock, at our option, provided the Company stock price is at or
above $1.00 per share.  Of the $5.0 million, approximately $4.0 million remained
available at April 30, 2009.

2.     NET LOSS PER COMMON SHARE

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

                                    Three months ended         Nine months ended
                                             April 30,                 April 30,
                                     2009         2008         2009         2008
                              ----------- ------------ ------------ ------------
Net (loss)                    $ (757,096) $(1,010,795) $(2,657,593) $(4,869,759)
Basic and diluted (loss)
 per share                         (0.09)       (0.12)       (0.31)       (0.60)
Denominator for basic net
 income loss per share,
 weighted average shares
 outstanding                   8,815,387    8,179,872    8,485,935    8,148,443
Dilutive effect of common
 stock options                       N/A          N/A          N/A          N/A

                                     Page 9
<PAGE>
Denominator for net income
 (loss) per share, assuming
 dilution                      8,815,387    8,179,872    8,485,935    8,148,443

     Options to purchase 804,202 and 837,478 shares of our common stock at April
30, 2009 and 2008, respectively, were outstanding but were not included in the
computation of net (loss) per share because they were anti-dilutive. Due to the
net loss incurred for the periods ended April 30, 2009 and 2008, 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 and
warrants would have been anti-dilutive.

3.     COMPREHENSIVE LOSS AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     Comprehensive loss consists of the following:

                                 Three months ended           Nine months ended
                                          April 30,                   April 30,
                                 2009          2008          2009          2008
                           ----------  ------------  ------------  ------------
Net (loss)                 $(757,096)  $(1,010,795)  $(2,657,593)  $(4,869,759)
Unrealized increase
 (decrease) in market
 price of securities               -             -             -      (626,144)
Foreign currency
 translation adjustments
 on securities                     -             -             -        60,923
Reclassification to
 net income                        -             -             -        56,262
                           ----------  ------------  ------------  ------------
Comprehensive (loss)       $(757,096)  $(1,010,795)  $(2,657,593)  $(5,378,718)
                           ==========  ============  ============  ============

4.     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In September 2006, the Financial Accounting Standard Board ("FASB") issued
Statement No. 157 "Fair Value Measures" ("SFAS 157"). SFAS 157 defines fair
value, establishes a framework for measuring fair value, and expands disclosures
about fair value measurements.  In February 2008, the FASB issued FASB Staff
Positions ("FSP") 157-1, which amends SFAS 157 to remove leasing transactions
accounted for under SFAS 13, "Accounting for Leases", FSP 157-2, which deferred
the effective date of SFAS 157 for all nonfinancial assets and nonfinancial
liabilities that are recognized or disclosed at fair value in the financial
statements on a nonrecurring basis to fiscal years beginning after November 15,
2008 and FSP 157-3, which clarifies the application of SFAS 157 in a market that
is not active and illustrates considerations in determining the fair value of a
financial asset when the market for the financial asset is not active.  The
Company adopted SFAS 157 on August 1, 2008. The adoption of SFAS 157 for
financial assets and liabilities did not have a material impact on the Company's
consolidated financial statements because the Company does not maintain
investments or derivative instruments.  The Company does not believe the
adoption of SFAS 157 for nonfinancial assets and liabilities, effective August
1, 2009, will have a material impact on our consolidated financial statements.

     In  April  2009  the  FASB  issued  FASB  Staff  Position  (FSP) FAS 157-4,
"Determining  Fair  Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly". This FSP: (1) affirms that the objective of fair value when the market
for an asset is not active is the price that would be received to sell the asset
in  an  orderly  transaction,  (2) clarifies and includes additional factors for
determining whether there has been a significant decrease in market activity for
an  asset  when  the market for that asset is not active, and (3) eliminates the
proposed  presumption  that all transactions are distressed (not orderly) unless
proven  otherwise. The FSP instead (1) requires an entity to base its conclusion
about  whether  a transaction was not orderly on the weight of the evidence, (2)
includes  an  example  that  provides  additional explanation on estimating fair
value  when  the  market  activity  for an asset has declined significantly, (3)
requires  an entity to disclose a change in valuation technique (and the related
inputs)  resulting  from the application of the FSP and to quantify its effects,
if practicable, and (4) applies to all fair value measurements when appropriate.
FSP FAS 157-4 must be applied prospectively and retrospective application is not
permitted.  FSP  FAS  157-4  is  effective for interim and annual periods ending
after  June  15,  2009,  with  early adoption permitted for periods ending after
March 15, 2009. An entity early adopting FSP FAS 157-4 must also early adopt FSP
FAS  115-2  and  FAS 124-2, Recognition and Presentation of Other-Than-Temporary
Impairments,  as  discussed  below.

                                   Page 10
<PAGE>

     In April 2009 the FASB issued FSP FAS 115-2 and FAS 124-2, "Recognition and
Presentation  of  Other-Than-Temporary  Impairments".  This  FSP:  (1)  changes
existing  guidance for determining whether an impairment is other than temporary
to  debt  securities,  (2)  replaces  the existing requirement that the entity's
management  assert  it  has  both  the  intent  and  ability to hold an impaired
security  until  recovery with a requirement that management assert: (a) it does
not  have the intent to sell the security; and (b) it is more likely than not it
will  not  have  to  sell  the  security  before recovery of its cost basis, (3)
incorporates  examples  of  factors  from  existing  literature  that  should be
considered  in  determining  whether  a  debt security is other-than-temporarily
impaired,  (4)  requires  that  an  entity  recognize  noncredit  losses  on
held-to-maturity debt securities in other comprehensive income and amortize that
amount  over  the  remaining  life  of  the  security in a prospective manner by
offsetting  the  recorded value of the asset unless the security is subsequently
sold  or  there  are additional credit losses, (5) requires an entity to present
the  total  other-than-temporary impairment in the statement of earnings with an
offset  for  the  amount  recognized in other comprehensive income, and (6) when
adopting  FSP  FAS  115-2  and  FAS  124-2,  an  entity  is required to record a
cumulative-effect  adjustment  as  of the beginning of the period of adoption to
reclassify  the  noncredit  component of a previously recognized other-temporary
impairment  from  retained earnings to accumulated other comprehensive income if
the  entity  does not intend to sell the security and it is not more likely than
not  that the entity will be required to sell the security before recovery.  FSP
FAS  115-2  and  FAS  124-2  are effective for interim and annual periods ending
after  June  15,  2009,  with  early adoption permitted for periods ending after
March  15,  2009.  FSP  157-4,  FSP 115-2 and FAS 124-2 will not have a material
impact  on  the  Company's  consolidated  financial  statements  upon  adoption.

     In  April  2009  the  FASB  issued  FSP  FAS  107-1  and  APB 28-1 "Interim
Disclosures  about  Fair  Value of Financial Instruments".  This FSP amends FASB
Statement  No.  107,  Disclosures  about Fair Value of Financial Instruments, to
require  an  entity  to  provide  disclosures  about  fair  value  of  financial
instruments  in  interim financial information. This FSP also amends APB Opinion
No.  28, Interim Financial Reporting, to require those disclosures in summarized
financial  information  at interim reporting periods. Under this FSP, a publicly
traded  company  shall include disclosures about the fair value of its financial
instruments  whenever  it  issues  summarized  financial information for interim
reporting  periods.  In addition, an entity shall disclose in the body or in the
accompanying notes of its summarized financial information for interim reporting
periods  and  in  its financial statements for annual reporting periods the fair
value  of all financial instruments for which it is practicable to estimate that
value,  whether  recognized  or  not  recognized  in  the statement of financial
position,  as  required  by  Statement  107.

     FSP  107-1 and APB 28-1 are effective for interim periods ending after June
15, 2009, with early adoption permitted for periods ending after March 15, 2009.
However,  an  entity  may  early  adopt  these  interim  fair  value  disclosure
requirements  only  if  it  also elects to early adopt FSP FAS 157-4 and FSP FAS
115-2  and  FAS 124-2.   The Company is currently evaluating the impact adoption
of  FSP  107-1  and  APB  28-1may have on the consolidated financial statements.

     In February 2007, the FASB issued Statement No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities-including an amendment of FASB
Statement No. 115" ("SFAS 159").  This statement permits entities to choose to
measure many financial instruments and certain other items at fair value that
are not currently required to be measured at fair value and establishes
presentation and disclosure requirements designed to facilitate comparisons
between entities that choose different measurement attributes for similar types
of assets and liabilities.  The Company adopted SFAS 159 on August 1, 2008.  The
Company has currently chosen not to elect the fair value option for any items
that are not already required to be measured at fair value in accordance with
accounting principles generally accepted in the United States.

     In December 2007, the FASB issued SFAS 141 (Revised 2007), "Business
Combinations" ("SFAS 141(R)"). SFAS 141(R) establishes principles and
requirements for the reporting entity in a business combination, including
recognition and measurement in the financial statements of the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquire. SFAS 141(R) also establishes disclosure requirements to enable users of
the financial statements to evaluate the nature and financial effects of the
business combination. SFAS 141(R) applies prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008, and interim periods
within those fiscal years. The Company is currently evaluating the impact of
adoption of SFAS 141(R) may have on the financial statements. In

                                   Page 11
<PAGE>
April 2009, the FASB issued FASB Staff Position ("FSP") FAS 141(R)-1,
"Accounting for Assets Acquired and Liabilities Assumed in a Business
Combination That Arise from Contingencies" ("FSP FAS 141(R)-1").  FSP FAS
141(R)-1 amends and clarifies Statement No. 141(R), "Business Combinations," to
address application issues on initial recognition and measurement, subsequent
measurement and accounting, and disclosure of assets and liabilities arising
from contingencies in a business combination.  Under FSP FAS 141(R)-1, an
acquirer is required to recognize at fair value an asset acquired or liability
assumed in a business combination that arises from a contingency if the
acquisition date fair value can be determined during the measurement period.  If
the acquisition date fair value cannot be determined, the acquirer applies the
recognition criteria in Statement No. 5, "Accounting for Contingencies," and
Interpretation No. 14, "Reasonable Estimation of the Amount of a Loss," to
determine whether the contingency should be recognized as of the acquisition
date or after it.  FSP FAS 141(R)-1 is effective for business combinations for
which the acquisition date is on or after August 1, 2009.

     In December 2007, the FASB issued Statement No. 160 "Noncontrolling
Interests in Consolidated Financial Statements - An Amendment of ARB No. 51"
("SFAS160"). SFAS 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS 160 is effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008. Earlier adoption is
prohibited. The Company does not have any noncontrolling interests in
subsidiaries and believes that SFAS 160 will not have a material impact on its
financial statements.

     In May 2008, the FASB issued Statement No. 162, "The Hierarchy of Generally
Accepted Accounting Principles" ("SFAS 162"). The new standard is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. Prior to the issuance of SFAS
162, GAAP hierarchy was defined in the American Institute of Certified Public
Accountants (AICPA) Statement on Auditing Standards (SAS) No. 69, The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles. SAS
69 has been criticized because it is directed to the auditor rather than the
entity. SFAS 162 addresses these issues by establishing that the GAAP hierarchy
should be directed to entities because it is the entity, not its auditor, that
is responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective November 15, 2008.

     In May 2008, the FASB issued Statement No. 163, "Accounting for Financial
Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60"
("SFAS 163"). SFAS 163 requires recognition of an insurance claim liability
prior to an event of default when there is evidence that credit deterioration
has occurred in an insured financial obligation. SFAS 163 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and all interim periods within those fiscal years. Early application is not
permitted. The Company's adoption of SFAS 163 will not have a material impact on
its financial statements.

     In May 2009, the FASB issued Statement No. 165, "Subsequent Events"("SFAS
165"). SFAS 165 establishes standards of accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. SFAS 165 is effective for interim or
annual financial statement periods ending after June 15, 2009.

5.     RECEIVABLES

     Receivables consist of the following:

                                          APRIL 30, 2009   July 31, 2008
                                         ---------------  --------------
Royalties, net of allowance of $101,154
 at April 30, 2009 and July 31, 2008     $       151,541  $       26,524
Receivable from insurance carrier                 54,282          63,440
Advance to GEOMC Co. Ltd.                        107,989               -
Loan to Shareholder                               49,211               -
Other                                              7,574          30,113
                                         ---------------  --------------
Total receivables                        $       370,597  $      120,077
                                         ===============  ==============

                                   Page 12
<PAGE>
     GEOMC Co. Ltd., as a commercialization partner, has invested in a
production line for the pain management medical device, and is building
inventory for sales expected to occur in the fourth quarter of fiscal 2009. The
Company will receive repayment of the advance as these machines are shipped to
our distributors.

     The loan to shareholder represents an advance to a shareholder for legal
fees to defend himself in the SEC action against the company. The Company's
involvement in this action was settled last year. This loan was secured by the
shareholders' CTT common stock and was repaid in full in June 2009.

6.     AVAILABLE-FOR-SALE AND EQUITY SECURITIES

     The fair value of the equity securities we held were categorized as
available-for-sale securities, classified as current assets, and consisted of
the following:

                           APRIL 30,   July 31,     Number
                                2009       2008  of shares          Type
                          ----------  ---------  ---------  ------------
Melanotan                 $        -  $       -    378,000  Common Stock
NTRU Cryptosystems, Inc.           -          -  3,129,509  Common Stock
                          ----------  ---------
                          $        -  $       -
                          ==========  =========

     An ownership interest in Melanotan Corporation was purchased in prior years
for a nominal amount. In a separate transaction, we licensed to Melanotan
certain rights relating to a sunless tanning technology we own. Melanotan
sublicensed the rights to Clinuvel Pharmaceuticals. Melanotan has no operations
of its own, and is currently being dissolved.

     In prior years, we acquired 3,129,509 shares of NTRU common stock, and
certain preferred stock that later was exchanged for cash and a reduction in our
future royalty rate on sales of NTRU's products. NTRU is a privately held
company that sells encryption software for security purposes, principally in
wireless markets. In February 2009, its flagship encryption algorithm,
NTRUEncrypt(TM), was accepted for standardization by the Institute of Electrical
and Electronics Engineers (IEEE). There is no public market for NTRU shares. We
previously wrote down NTRU to zero value, and retain ownership of the common
shares.

     During the first six months of fiscal 2008 we sold all our shares of
Clinuvel stock for $782,157 with a cost basis of $825,682. The loss on sale of
$43,525, including gross gains of $24,325 and gross losses of $67,850, is
included in loss on sale of available-for-sale securities.

     As of October 31, 2007, the Company determined that the decline in value of
the Palatin shares was other than temporary. As a result, the Company reduced
the amount recorded as available for sale securities to equal the fair market
value of such shares at October 31, 2007 and recognized a loss on permanent
impairment of available for sale securities of $227,596 during the first quarter
of fiscal 2008.

     During the second quarter of fiscal 2008, we sold all our shares of Palatin
stock for $40,716, resulting in a loss of $27,284 that was reflected as a loss
on sale of available-for-sale securities.

     All of our shares of Palatin and Clinuvel were sold before July 31, 2008.

7.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

     Prepaid expenses and other assets consist of the following:

                                            APRIL 30, 2009   July 31, 2008
                                           ---------------  --------------
Prepaid insurance                          $        68,233  $      249,428
Prepaid Investor Relations Fee                      20,000          20,000
Prepaid Stock Exchange Listing Fee                  18,333          11,458
Other                                               35,061          36,870
                                           ---------------  --------------

                                   Page 13
<PAGE>
Prepaid expenses and other current assets  $       141,627  $      317,756
                                           ===============  ==============

8.     ACCRUED EXPENSES AND OTHER LIABILITIES

     Accrued expenses and other liabilities consist of the following:

                                               APRIL 30, 2009   July 31, 2008
                                              ---------------  --------------
Royalties payable                             $        40,046  $      243,951
Accrued 401(k) contribution                            47,612         150,000
Accrued Directors' Stock Option Compensation           19,800          37,500
Accrued Payroll                                        67,122               -
Accrued audit fees                                    122,693         110,000
Accrued legal fees                                     63,550           7,765
Other accrued professional fees                        20,111          21,963
Accrued purchases                                           -          47,850
Accrued NYSE Amex listing fee                               -          33,109
Accrued research payment to UCONN                           -          23,920
Accrued Annual Meeting Expenses                         9,219               -
Unclaimed Property Liability                           25,431          25,431
Accrued Directors Fees                                  3,833           4,667
Other                                                  26,395          52,925
                                              ---------------  --------------
Accrued expenses and other liabilities        $       445,812  $      759,081
                                              ===============  ==============

9.     SHAREHOLDERS' EQUITY AND STOCK-BASED COMPENSATION PLANS

     The Company accounts for its stock-based employee compensation arrangements
under SFAS No. 123 (revised 2004), "Share Based Payment" ("SFAS No. 123R"),
which requires companies to recognize the cost of employee services received in
exchange for awards of equity instruments, based on the grant date fair value of
those awards, in the financial statements.  The Company accounts for its
non-employee options under EITF 96-18, "Accounting for Equity Instruments that
are Issued to Other Than Employees for Acquiring, or in Conjunction With
Selling, Goods or Services" ("EITF 96-18").
`
     During the three and nine months ended April 30, 2009, the Company
recognized $50,870 and $156,176 respectively, of non-cash compensation expense
for the value of options previously granted to employees.

     During the second quarter of fiscal 2009, the Company granted to its
non-employee directors as their annual award, options to purchase an aggregate
of 50,000 shares of common stock under the Directors Stock Option Plan at an
exercise price of $1.005 per share that vest immediately. The fair value of the
options was $32,350.

     We estimated the fair value of each option on the grant date using a
Black-Scholes option-pricing model with the following weighted average
assumptions:

     Dividend yield (1)                  0.0%
     Expected volatility (2)            79.0%
     Risk-free interest rates (3)        1.7%
     Expected lives (2)            Five Years

     (1)  We have not paid cash dividends on our common stock since 1981,
          and currently do not have plans to pay or declare cash dividends.
          Consequently, we used an expected dividend rate of zero for the
          valuations.
     (2)  Estimated based on our historical experience. Volatility was
          based on historical experience over a period equivalent to the
          expected life in years.
     (3)  Based on the U.S. Treasury constant maturity interest rate with a
          term consistent with the expected life of the options granted.

                                   Page 14
<PAGE>

     Pursuant to the terms of our 1996 Directors' Stock Participation Plan, on
January 5, 2009 we issued a total of 12,500 shares of common stock to our
non-employee directors.  These shares were valued at $12,563.

     On September 30, 2008, the Company issued 63,280 registered shares of our
common stock to Fusion as initial commitment shares per our equity financing
agreement, and agreed to issue 42,187 additional commitment shares to Fusion on
a pro rata basis as we sell the $5 million of stock (See Note 1). The initial
commitment shares were priced at $1.95 per share, the closing price on September
30, 2008, resulting in an increase to shareholders' interest of $123,397.

     On April 3, 2009, the Company contributed 33,333 shares of CTT common stock
to the 401(k) plan. The plan's forfeiture account funded 6,741 of these shares
and the Company incurred an expense of $39,887 for the issuance of 26,592
shares. These shares were valued at $1.50 per share, which was the closing price
on February 25, 2009, the day the Board of Directors approved the contribution.

     On April 22, 2009, the Company's directors purchased 43,439 restricted
shares of our common stock for $49,000. The shares were valued at $1.13 per
share, which was the average close price for the previous five days.

     On April 22, 2009, The Company issued 13,000 restricted shares of our
common stock to our outside SEC council. Outside council agreed to accept these
shares in lieu of $13,000 cash for legal fees.

     During the first nine months of fiscal 2009, the Company sold 887,537
shares of common stock and issued 8,123 additional commitment shares to Fusion
per the terms of our agreement. Total proceeds realized from these sales were
$962,499. In addition, we amortized $50,469 of deferred financing costs related
to these stock sales.

10.     CONTINGENCIES

     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.  Carolina Liquid was
served on September 1, 2005.  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.  Re-examination proceedings are now underway
at the USPTO Board of Appeals.  We do not expect an adverse finding, but
completion of such action will delay the ultimate resolution of the case.
Further action in this case is pending.

     Ben Marcovitch and other co-defendants (Case pending) - On August 8, 2007,
we announced that former CTT Director Ben Marcovitch had been removed for cause
from our Board of Directors by unanimous vote of CTT's five Directors for
violating CTT's Code of Conduct. At that time, CTT also withdrew from its
involvement with Agrofrut, E.U., a nutraceutical firm brought to CTT by Mr.
Marcovitch. As announced on April 10, 2007, CTT had paid $750,000 to Agrofrut
for a 5% ownership, and certain marketing and investment options in Agrofrut.

     On August 31, 2007, we filed a Federal complaint in the U.S. District Court
for the District of Connecticut against Mr. Marcovitch, Betty Rios Valencia,
President and CEO of Agrofrut and former spouse of Mr. Marcovitch, John Derek
Elwin, III, a former CTT employee, and other defendants. The complaint claims
that false and misleading information had been provided to CTT in a conspiracy
to fraudulently obtain funds from CTT using the Agrofrut transaction. We have
requested, among other relief, punitive damages and attorneys' fees. It is our
opinion and that of our Board of Directors that this lawsuit is required to
recover our $750,000 and to settle outstanding issues regarding the named
parties.

                                   Page 15
<PAGE>
     On October 22, 2007, at a show cause hearing, the Court stated that all
defendants named in the case, and their associates, were enjoined from any
further use of any remaining part of the $750,000 received from CTT. The Court
ordered a full disclosure of all accounts where remaining funds are held, and a
complete description of the disposition of any portion of the CTT payment must
be made to CTT's counsel. At a December 7, 2007 hearing, the Court requested CTT
to specify an appropriate Prejudgment Remedy for the Court to consider. On
December 20, 2007, a Prejudgment Remedy was issued granting garnishment of the
$750,000 CTT is seeking to recover.

     On January 11, 2008, the Court denied the defendants' attempts at
demonstrating that Connecticut was not the proper jurisdiction for these
hearings.

     On April 22, 2008, the Court ruled that the defendants must make
arrangements for depositions to be completed by May 2, 2008, a date that was
then extended by the Court. The Court granted permission for the defendants'
depositions to be conducted via video conferencing when the defendants indicated
their inability to travel to the Connecticut court. The depositions were
conducted on June 2, 2008.

     On June 23, 2008, the Court ruled that the defendants are compelled to
respond to interrogatories and to produce any supplemental discovery documents
by the deadline of July 7, 2008.

     On August 15, 2008 CTT filed a motion for Summary Judgment. A Memorandum in
Opposition was filed by Marcovitch et al on September 15, 2008. CTT responded to
the Memorandum on September 24. The judge denied the Summary Judgment Motion on
April 6, 2009. On June 1, 2009, the Judge granted permission to CTT to enter a
Motion for Default Judgment against Agrofrut and Sheldon Strauss. On June 4,
2009, the Judge granted permission for CTT to enter a Motion for Default
Judgment against Ben Marcovitch and Betty Rios Valencia.  These Default motions
are to be filed on June 15, 2009.  CTT will await the judge's ruling on the
guilty by default motions for Marcovitch, Valencia, Strauss and Agrofrut.  We
will aggressively pursue this matter.

     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. CTT 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 CTT 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 CTT on the ARB
remand. The employee has now appealed the January 2009 ALJ ruling to the ARB.
The employee had requested reconsideration of the ARB order of remand based on
the Board's failure to address the employee's appeal issues. In October 2008,
the ARB denied the employee's request for reconsideration and motion for
clarification.

     In August 2007, the same former employee filed a new SOX whistleblower
complaint with OSHA alleging that in April 2007 CTT and its former general
counsel retaliated against the employee for past-protected conduct by refusing
to consider the employee's new employer for the award of a consulting contract.
In March 2008, OSHA dismissed the employee's complaint for 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.

     On September 5, 2008, CTT filed a complaint in the U.S. District Court for
the District of Connecticut against the former employee seeking a declaration
that CTT did not violate SOX as alleged in the employee's 2007 OSHA complaint,
and to recover approximately $80,000 that CTT 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. Various motions continue to be filed in CTT's suit in
Connecticut.

                                   Page 16
<PAGE>
     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 violated SOX".

     Federal Insurance Co. (Case completed) - On April 2, 2008, CTT filed a
complaint in the U.S. District Court for the District of Connecticut against
Federal Insurance, seeking the coverage to which it is entitled under its policy
with Federal. CTT asserts that Federal is obligated to insure CTT for its legal
fees and $750,000 loss associated with the case involving Ben Marcovitch and
other co-defendants.

     In September 2008, we received $400,000 against a claim under our fraud
insurance policy in full settlement of this matter with Federal.

     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 17
<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, 2008,
filed with the Securities and Exchange Commission ("SEC") on October 28, 2008,
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. ("CTT"), was incorporated in Delaware in
1971, succeeding an Illinois corporation incorporated in 1968.  CTT and its
subsidiaries (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 (collectively, the "technology" or
"technologies"), 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.

     We earn revenue in two ways, from licensing our clients' and our own
technologies to our customer licensees, and in a business model that allows us
to share in the profits of distribution of finished products.  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.  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 a working prototype or finished product. We establish channel
partners based on forging relationships with mutually aligned goals and matched
competencies, to deliver solutions that benefit the ultimate end-user.

     RELIANCE ON ONE REVENUE SOURCE

     In fiscal 2007, we had a significant concentration of revenue from our
homocysteine assay technology. The primary underlying patent for this technology
expired in July 2007 and we do not receive revenue for sales made after that
date on that patent. Revenue in fiscal 2008 for the homocysteine technology
reflects back royalties previously unreported by customers. We continue to seek
revenue from new technology licenses or product distributions to mitigate the
concentration of revenue, and replace revenue from expiring agreements. 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.

     We filed a patent infringement complaint against three suspected
infringers, but believe progress in this case may be subject to delaying tactics
by the defendants, adding to the normal period of time it takes for such cases
to work their way through the court system. In response to the action we filed,
one defendant has requested that the United States Patent and Trademark Office
("USPTO") re-evaluate the validity of our patent. Re-examination

                                   Page 18
<PAGE>
proceedings are now underway at the USPTO Board of Appeals.  We do not expect an
adverse finding, but completion of such action will delay the ultimate
resolution of the case.  Further action in this case is pending.

     PRESENTATION

     We rounded all amounts in this Item 2 to the nearest thousand dollars,
except per share data. 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 - THREE MONTHS ENDED APRIL 30, 2009 ("THIRD QUARTER 2009")
VS. THREE MONTHS ENDED APRIL 30, 2008 ("THIRD QUARTER 2008")

     SUMMARY OF RESULTS

     We incurred a net loss of $757,000 or $0.09 per share for the third quarter
2009, compared to a net loss of $1,011,000 or $0.12 per share for the third
quarter 2008, a 25% decrease in net loss of $254,000, or $0.03 per share.  As
explained in detail below, the decrease in the net loss reflects a decrease of
$325,000 in expenses partially offset by a decrease in revenue of $71,000.

     REVENUE

     In the third quarter 2009, total revenue was $167,000, compared to $238,000
for the third quarter 2008, a 30% decrease of $71,000.

     Retained royalties for the third quarter 2009 were $159,000, which was
$51,000, or 24% less than the $210,000 of retained royalties reported in the
third quarter 2008. The following compares retained royalty revenue by
technology in the third quarter 2009 with the third quarter 2008.

                                       For the three months ended April 30,
                           ------------------------------------------------
                                  2009      2008   (Decrease)  % (Decrease)
                           -----------  --------  -----------  ------------
Homocysteine assay         $     4,000  $164,000  $ (160,000)          (98)
Plant regeneration             132,000         -     132,000             -
All other technologies          23,000    46,000     (23,000)          (50)
                           -----------  --------  -----------
 TOTAL RETAINED ROYALTIES  $   159,000  $210,000  $  (51,000)          (24)
                           ===========  ========  ===========

     We received minimal royalty revenue from our homocysteine technology in the
third quarter 2009 compared to the $164,000 received in the third quarter 2008,
reflecting back royalties previously unreported by customers. The reduction of
homocysteine royalty revenue is due to the expiration of the primary underlying
patent in July 2007, and we do not receive revenue for sales made after that
date on that patent.

     Our plant regeneration technology generated $132,000 in royalties during
the third quarter of fiscal 2009. This actually represented royalties earned in
fiscal 2008 previously unreported by our licensee.

     We actively market existing technologies, and seek new technologies to grow
the revenue stream. 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.

     Investment income includes dividends and interest earned on our invested
cash.  Investment income was $0 in the third quarter 2009, which was a decrease
of $26,000, or 100% from the $26,000 reported for the third quarter 2008.  The
decrease was primarily due to lower invested balances for the current quarter as
compared to the prior year.

                                   Page 19
<PAGE>

     Product Sales for third quarter 2009 are primarily from sales of new pain
management device. We recorded revenue on the sale of one device during the
quarter. We also recorded revenue on the sale of one electronic stress
management and memory improvement device, which is not being actively marketed
at this time.

EXPENSES

                                            For the three months ended April 30,
                               -------------------------------------------------
                                                           Increase   % Increase
                                      2009        2008   (Decrease)   (Decrease)
                               -----------  ----------  -----------  -----------

Cost of product sales          $         -  $    1,000  $   (1,000)        (100)
Personnel and other direct
 expenses relating to revenue      449,000     539,000     (90,000)         (17)
General and administrative
 expenses                          473,000     708,000    (235,000)         (33)
Patent enforcement expenses
 net of reimbursements                   -       1,000      (1,000)        (100)
Interest Expense                     2,000           -       2,000            -
                               -----------  ----------  -----------
 TOTAL EXPENSES                $   924,000  $1,249,000  $ (325,000)         (26)
                               ===========  ==========  ===========

     Total expenses decreased $325,000 or 26% in the third quarter 2009,
compared to the third quarter 2008.

     Personnel and other direct expenses relating to revenue decreased a net
$90,000 or 17% in the third quarter 2009, compared to the third quarter 2008.
Payroll and related benefits decreased by $68,000 as a result of reducing
full-time equivalent headcount from 13 to 9.  Employer 401(k) expenses were
$18,000 less in 2009 because we are accruing for the discretionary employer
contribution at a lower rate for fiscal 2009.  We reduced consulting costs and
other direct licensing costs by $134,000 as management made a concerted effort
to eliminate unnecessary costs.  These decreases were offset by negative
management bonuses of $128,000 in fiscal 2008.  In the third quarter of fiscal
2008, we reversed the previously recorded bonus accrual of $128,000 because it
was apparent we would not be profitable for the year.  We have recorded no bonus
expense for fiscal 2009.

     General and administrative expenses decreased a net $235,000 in the third
quarter 2009, compared to the third quarter 2008.  The decrease in expenses is
primarily due to the following reductions: legal fees as a result of less active
litigation, $193,000, costs for the CTT Innovation Conference, $110,000, which
was held in fiscal 2008 but not repeated in fiscal 2009, lower director costs,
primarily related to equity compensation and less travel for board meetings,
$11,000.  We are currently subletting a portion of our excess office space,
resulting in a $2,000 savings in our building rent expense for the third quarter
of fiscal 2009.  We have reduced travel and entertainment, dues and
subscriptions, and supplies and charitable contributions by $21,000 in the third
quarter of fiscal 2009, as a result of reducing head count and a concerted
effort by management to lower costs.  We also incurred less depreciation,
$3,000, as some of our office assets are now fully depreciated but do not
require replacement, and lower workers compensation insurance, $3,000, due to
lower headcount.  In addition, we originally planned to publish a four-color
annual report for fiscal 2008.  At the end of the year we decided to issue an
annual report at a significantly lower cost, and plan to issue a similar annual
report for fiscal 2009.  As a result, the accrual for the anticipated annual
report printing costs was $13,000 higher in the third quarter of fiscal 2008
when compared to fiscal 2009, reflecting the lower cost of the document.  These
savings were offset by negative bad debt expense of $129,000 in fiscal 2008.  In
the third quarter of fiscal 2008 we reversed $129,000 of previously recognized
bad debt expense due to the collection of previously disputed homocysteine
royalties.  We have recorded no bad debt expense in fiscal 2009.

     Patent enforcement expenses, net of reimbursements, decreased a net $1,000
in the third quarter 2009, compared to the third quarter 2008.  Patent
enforcement expenses vary, depending on the activity relating to outstanding
litigation.  We had very little activity in either the third quarter of fiscal
2009 or the third quarter of fiscal 2008.

                                   Page 20
<PAGE>
RESULTS OF OPERATIONS - NINE MONTHS ENDED APRIL 30, 2009 ("FIRST NINE MONTHS
2009") VS. NINE MONTHS ENDED APRIL 30, 2008 ("FIRST NINE MONTHS 2008")

     SUMMARY OF RESULTS

     We incurred a net loss of $2,658,000 or $0.31 per share for the first nine
months 2009, compared to a net loss of $4,870,000 or $0.60 per share for the
first nine months 2008, a 45% decrease in net loss of $2,212,000, or $0.29 per
share.  As explained in detail below, the decrease in the net loss reflects a
decrease of $2,881,000 in expenses partially offset by a decrease in revenue of
$669,000.

     REVENUE

     In the first nine months 2009, total revenue was $300,000, compared to
$969,000 for the first nine months 2008, an 69% decrease of $669,000.

     Retained royalties for the first nine months 2009 were $213,000, which was
$551,000, or 72% less than the $764,000 of retained royalties reported in the
first nine months 2008. The following compares retained royalty revenue by
technology in the first nine months 2009 with the first nine months 2008.

                                        For the nine months ended April 30,
                           ------------------------------------------------
                                  2009      2008   (Decrease)  % (Decrease)
                           -----------  --------  -----------  ------------
Homocysteine assay         $     8,000  $247,000  $ (239,000)          (97)
Sexual Dysfunction                   -   320,000    (320,000)         (100)
Plant regeneration             132,000         -     132,000             -
All other technologies          73,000   197,000    (124,000)          (63)
                           -----------  --------  -----------
 TOTAL RETAINED ROYALTIES  $   213,000  $764,000  $ (551,000)          (72)
                           ===========  ========  ===========

     We received minimal royalty revenue from our homocysteine technology in the
first nine months 2009 compared to the $247,000 received in the first nine
months 2008, reflecting back royalties previously unreported by customers.  The
reduction of homocysteine royalty revenue is due to the expiration of the
primary underlying patent in July 2007, and we do not receive revenue for sales
made after that date on that patent.

     Royalty revenues from our sexual dysfunction technology in first nine
months 2008 were a result of settling our arbitration proceeding against our
licensee, Palatin Technologies, Inc. We recovered $800,000, recording revenue of
$320,000 and reducing patent enforcement expenses $480,000 in accordance with
the agreement with our client.

     Our plant regeneration technology generated $132,000 in royalties during
the third quarter of fiscal 2009. This actually represented royalties earned in
fiscal 2008 previously unreported by our licensee.

     We actively market existing technologies, and seek new technologies to grow
the revenue stream. 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.

     Investment income includes dividends and interest earned on our invested
cash.  Investment income was $7,000 in the first nine months 2009, a decrease of
$140,000, or 95%, from the $147,000 reported for the first nine months 2008.
The decrease was primarily due to lower invested balances for the first nine
months of fiscal 2009 as compared to the prior year.

     Product sales for the first nine months of 2008 are primarily from sales of
our thermal therapy units, and our electronic stress management and memory
improvement device. We are no longer carrying the thermal therapy unit, and are
not actively marketing the memory improvement device. We sold thirty-seven units
of our memory improvement device in the first nine months of fiscal 2008. Only
three units were sold in the first nine months of fiscal 2009. In addition, we
sold one pain management device in the first nine months of fiscal 2009.

                                   Page 21
<PAGE>
     Other income for first nine months 2009 is revenue from a one-time sale of
our Flip Chip patents.

     EXPENSES

                                             For the nine months ended April 30,
                               -------------------------------------------------
                                                            Increase  % Increase
                                     2009         2008    (Decrease)  (Decrease)
                               -----------  ----------  ------------  ----------
Cost of product sales          $    1,000   $   52,000  $   (51,000)        (98)
Personnel and other direct
 expenses relating to revenue   1,609,000    2,554,000  $  (945,000)        (37)
General and administrative
 expenses                       1,744,000    2,901,000   (1,157,000)        (40)
Patent enforcement expenses
 net of reimbursements              2,000       33,000      (31,000)        (94)
Loss on permanent impairment
 of available-for-sale
 securities                             -      228,000     (228,000)       (100)
Loss on sale of available-
 for- sale Securities                   -       71,000      (71,000)       (100)
Interest Expense                    2,000            -        2,000           -
Insurance recovery               (400,000)           -     (400,000)          -
                               -----------  ----------  ------------
 TOTAL EXPENSES                $2,958,000   $5,839,000  $(2,881,000)        (49)
                               ===========  ==========  ============

     Total expenses decreased $2,881,000 or 49% in the first nine months 2009,
compared to the first nine months 2008.

     Personnel and other direct expenses relating to revenue decreased a net
$945,000 or 37% in the first nine months 2009, compared to the first nine months
2008.  Payroll and related benefits decreased by $373,000 as a result of
reducing full-time equivalent headcount from 16 to 9.  Severance costs decreased
$207,000 as seven people were terminated in fiscal 2008 versus three in fiscal
2009.  Employer 401(k) expenses were $168,000 less in 2009 because the
Compensation Committee of the Board of Directors approved a $50,000 contribution
to the 401(k) for fiscal 2008.  We had previously recorded an accrual for
$150,000 and the adjustment was reflected in the second quarter of fiscal 2009.
In addition, we adjusted our accrual for the expected fiscal 2009 contribution
to $50,000.  The following costs were incurred in fiscal 2008 and did not recur
in fiscal 2009: $20,000 to acquire the rights to our solar panel technology;
$21,000 to obtain the rights to an ultra-low power pulse-oximeter technology;
$64,000 paid to the University of Connecticut for development of an asthma
assay; $45,000 for the US launch of MC Square, our memory improvement device;
and $14,000 of legal expenses to attempt to collect reported but unpaid
homocysteine royalties.  In addition, we reduced consulting costs by $92,000 as
management made a concerted effort to lower costs.  These were offset by $64,000
increase in costs related to the commercialization of our pain management
medical device.

     General and administrative expenses decreased a net $1,157,000 in the first
nine months 2009, compared to the first nine months 2008.  The decrease in
expenses is primarily due to the following reductions: legal fees as a result of
less active litigation, $725,000, primarily the Marcovitch case; marketing
expenses, $46,000, primarily due to the attendance at a major IP conference in
2008 not repeated in 2009; investor relations expenses as a result of
negotiation of more favorable terms with outside consultants, $65,000; auditing
expenses as a result of permission needed from prior auditor for SEC filings,
including an S-8 in fiscal 2008, $31,000; reduced travel and entertainment
expenses, dues and subscriptions, supplies and other miscellaneous office
expenses as a result of lower headcount and concerted effort by management to
reduce costs, $77,000; lower workers compensation costs due to lower headcount,
$7,000; and the decision to not repeat the CTT Innovation Conference, $126,000.
Other expenses incurred in 2008 and not repeated in 2009 include $24,000 to
market MC Square, our stress relief and memory improvement device.  In addition,
Directors Fees and Expenses decreased $132,000, primarily due to lower equity
compensation costs.  We originally planned to publish a four-color annual report
for fiscal 2008.  At the end of the year we decided to issue an annual report at
a significantly lower cost, and plan to issue a similar annual report for fiscal
2009.  As a result, the accrual for anticipated annual report printing costs was
$40,000 higher in the first nine months of fiscal 2008 when compared to the same
period in fiscal 2009, reflecting the lower cost of the document.  We are
subletting a portion of our excess office space, resulting in a $7,000 savings
in the first nine months of fiscal 2009.  These savings were offset by a
negative bad debt

                                   Page 22
<PAGE>
expense of  $129,000 in fiscal 2008.  In fiscal 2008 we reversed $129,000 of
previously recorded bad debt expense due to the receipt of previously disputed
homocysteine royalties.  We recorded no bad debt expense in fiscal 2009.

     Patent enforcement expenses, net of reimbursements, decreased a net $31,000
in the first nine months 2009, compared to the first nine months 2008.  Patent
enforcement expenses vary, depending on the activity relating to outstanding
litigation.  The reduction of expenses is primarily due to settlement of
litigation with Palatin in the second quarter 2008 so no expenses for this
action were incurred after that time.

     Loss on permanent impairment of available-for-sale securities in fiscal
2008 related to our investment in Palatin Technologies. During the first quarter
of fiscal 2008, the Company determined that the decline in market value of
Palatin shares was other than temporary and wrote the investment down to its
fair market value as of October 31, 2007.

     Loss on sale of available-for-sale securities in fiscal 2008 is from the
sale of our investments in Clinuvel and Palatin.

     Insurance recovery in 2009 represents settlement of our action against
Federal Insurance to cover our legal fees and loss associated with the case
involving Ben Marcovitch and other co-defendants. (See Note 10.)

     FINANCIAL CONDITION AND LIQUIDITY

     Our liquidity requirements arise principally from our working capital
needs, including funds needed to find 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 and cash flows
from operations, if any, including royalty legal awards.  In addition, we have
the ability to fund our requirements through sales of common stock under the
Fusion agreement.  At April 30, 2009, we had no outstanding debt or credit
facility.

     We believe we will successfully license and distribute new technologies,
including our pain management medical device under the agreements noted below,
and collect due, but unpaid, royalties on existing licenses to add revenue.
Although there can be no assurance that we will be successful in our efforts, we
believe the combination of our cash on hand, the ability to raise funds from
sales of our common stock under the Fusion agreement, and revenue from executing
our strategy will be sufficient to meet our obligations of current and
anticipated operating cash requirements. In fiscal 2009, we will raise cash
through the sale of common stock to Fusion as needed, when our stock price is at
or above $1.00. If necessary, we will meet anticipated operating cash
requirements by further reducing costs, pursuing additional equity financing,
and/or the sale of certain assets and technologies while we pursue licensing and
distribution opportunities for our remaining portfolio of technologies.

     In late fiscal 2007, we obtained exclusive worldwide distribution rights to
a non-invasive pain management medical device for rapid treatment of
high-intensity oncologic and neuropathic pain, including pain resistant to
morphine and other drugs.  Developed in Italy by CTT's client, Prof. Giuseppe
Marineo, DSc, MD, the technology was brought to CTT through the efforts of Prof.
Giancarlo Elia Valori of the Italian business development group, Sviluppo Lazio
S.p.A., and assistance from the Zangani Investor Community(TM).  The unit, with
a biophysical rather than a biochemical approach, uses a multi-processor able to
simultaneously treat multiple pain areas by applying surface electrodes to the
skin.  The device's European CE mark certification allows it to be distributed
and sold throughout Europe, and makes it eligible for approval for distribution
and sales in multiple global markets.  A U.S. patent has been applied for, and
in February 2009, CTT received FDA 510(k) clearance for U.S. sales of the
device.  Several thousand patients in various hospitals have been successfully
treated using the technology.  CTT partner, GEOMC Co., Ltd. of Korea, is
manufacturing the product commercially for worldwide distribution.

     In July 2008, the Company signed a country-exclusive distribution agreement
with Excel Life Sciences, Inc. for India. In the first half fiscal 2009, the
Company signed three additional country-exclusive distribution agreements with
GEOMC Co., Ltd. for Korea, Biogene Pharma Limited for Bangladesh, and Able
Global Healthcare Sdn. Bhd. for Malaysia.  In February 2009, we signed an
agreement with Life Episteme srl granting them exclusive distribution rights in
29 countries throughout Europe, Asia, Africa, the Middle East, South America and
Oceania.  In March 2009,

                                   Page 23
<PAGE>
exclusive distribution rights in two additional countries were granted to Life
Episteme.  Local sales authorization is required in each country.

     In April 2009, the Company, acknowledging the current difficult economic
climate, entered into an agreement with Americorp Financial, LLC (AFS), where
AFS will provide financing of sales of the pain management medical device for 24
- 60 month lease periods to hospitals, clinics and medical practices in the U.S.
AFS will provide financing services under the name, Competitive Technologies
Financial Services.  CTT will receive the full retail sales price of the device
upon execution of each lease, while AFS carries the lease.

     Also in April 2009, an agreement was signed with Native Energy & Economic
Development, giving them exclusive sales rights for selected U.S. government
agencies, including the Department of Veteran's Affairs (VA), the Department of
Defense (DOD), and the Indian Health Service (IHS).

     The signed distribution agreements, for territories outside the U.S., for
this device, now cover about 50% of the world's population.  Contractual
minimums have a retail sales value of over $25 million for 2009 and about $50
million for 2010.  The Company will share in revenue derived from sales of the
device to distributors.

     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 April 30, 2009, cash and cash equivalents were $374,000 compared to
$2,237,000 at July 31, 2008.  The loss of $2,658,000 for the first nine months
of fiscal 2009 contained non-cash charges of $220,000 and reduction in assets
and liabilities of $430,000, resulting in cash used in operations of $2,867,000.
We sold shares to Fusion per our equity financing agreement totaling $962,000
and to our Directors for $49,000.  These activities reduced cash by $1,863,000.
As of June 10, 2009, our cash and cash equivalents balance is over $625,000.

     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.

     CAPITAL REQUIREMENTS

     The Company incurred an operating loss for the first nine months of fiscal
2009, as well as operating losses in fiscal 2008, 2007 and 2006.  During fiscal
2007, we had a significant concentration of revenue from our homocysteine assay
technology.  The primary underlying patent for this technology expired in July
2007 and we did not receive revenue for sales made after that date.  Revenue in
fiscal 2008 for the homocysteine technology reflects back royalties previously
unreported by customers.  We continue to seek revenue from new technology
licenses or product distributions to mitigate the concentration of revenue, and
replace revenue from expiring agreements.  The anticipated benefit to the
Company of the revenue and financing factors are expected to offset the lack of
sufficient cash flow to fund current reduced operating expenses beyond fourth
quarter fiscal 2009.  Without these benefits, current 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.

     The Company's continuation as a going concern is dependent upon its
developing other recurring revenue streams sufficient to cover operating costs.
If necessary, we will meet anticipated operating cash requirements by further
reducing costs, and/or the sale of certain assets and technologies while we
pursue licensing and distribution opportunities for our remaining portfolio of
technologies. In addition, we will sell shares to Fusion per our agreement, on
an as-needed basis, when the Company's stock price is at or above $1.00 per
share. The Company does not have any significant individual cash or capital
requirements in the budget going forward. There can be no assurance that the
Company will be successful in such efforts or that we will be able to obtain
alternative financing should our stock price fall below $1.00 per share. Failure
to develop a recurring revenue stream sufficient to cover operating expenses
would negatively affect the Company's financial position.

                                   Page 24
<PAGE>

     CONTRACTUAL OBLIGATIONS AND CONTINGENCIES

     There have been no substantial changes to our contractual obligations since
July 31, 2008.

     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 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 April 30, 2009, CTT and its majority owned subsidiary, Vector Vision,
Inc. ("VVI"), have remaining obligations, contingent upon receipt of certain
revenue, to repay up to $199,006 and $205,443, respectively, in consideration of
grant funding received in 1994 and 1995.  CTT 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 recognized approximately $1,875 of these
obligations in 2009.

     We engage independent consultants who provide business 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.  We have neither
accrued nor paid significant incentive compensation under such contracts in
fiscal 2009 or fiscal 2008.

     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,
2008.

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, including our President, Chief Executive Officer, and
Interim Chief Financial Officer, 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 April 30, 2009.  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.

                                   Page 25
<PAGE>
Based on this evaluation, our President, Chief Executive Officer, and Interim
Chief Financial Officer concluded that our disclosure controls and procedures
were effective as of April 30, 2009.


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

     There were no changes in our internal control over financial reporting
during the quarter ended April 30, 2009, 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 Note 10 to the accompanying unaudited condensed consolidated financial
statements in Part I of this Quarterly Report on Form 10-Q.

Item 1A.     Risk Factors

     THE PRICE OF OUR COMMON STOCK MAY FALL BELOW $1.00 AND WE MAY BE UNABLE TO
SELL SHARES TO FUSION OR OBTAIN ALTERNATE EQUITY FINANCING.

     In early 2009, the global equity markets collapsed and our common stock
traded at around $1.00.  Per our Fusion equity financing agreement, Fusion is
not required to purchase common stock from us when our stock trades below $1.00.
There is no guarantee that we would be able to obtain alternate financing.

     OUR COMMON STOCK COULD BE DELISTED FROM THE NYSE AMEX MAKING IT DIFFICULT
TO TRADE SHARES OF OUR COMMON STOCK.

     On December 2, 2008 we received notice from the NYSE Amex, then known as
NYSE Alternext US LLC (the "Exchange"), notifying us that the staff of the
Exchange Corporate Compliance Department had determined that the Company Form
10-K for the fiscal year ended July 31, 2008 did not meet continued listing
standards as set forth in Part 10 of the Exchange Company Guide, and the Company
has therefore become subject to the procedures and requirements of Section 1009
of the Exchange Company Guide.  Specifically, as noted in Section 1003 of the
Exchange Company Guide, companies with stockholders' equity of less than $2
million, and losses from continuing operations and net losses in two out of its
three most recent fiscal years, or with stockholders' equity of less than $4
million and losses from continuing operations and net losses in three out of its
four most recent fiscal years are non-compliant.

     On December 18, 2008 the company submitted a business plan to the Exchange
detailing actions it will take to bring it into compliance with the above
continued listing standards by June 2, 2010.  On January 22, 2009, the Exchange
accepted our business plan.

     The Company will continue its listing during the plan period up to June 2,
2010, during which time it will be subject to periodic review to determine
whether it is making progress consistent with the plan.  If the Company is not
in compliance with the continued listing standards at the conclusion of the plan
period or does not make progress consistent with the plan during the plan
period, the Exchange staff will initiate delisting procedures as appropriate.
The Company is allowed to appeal a staff determination to initiate delisting
proceedings in accordance with Section 1010 and Part 12 of the Exchange Company
Guide.

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

     None

Item 3.     Defaults Upon Senior Securities

     None


                                   Page 27
<PAGE>
Item 4.     Submission of Matters to a Vote of Security Holders

     At the Annual Meeting of Shareholders held April 17, 2009, shareholders
voted on the following issues:

     -    Election of Directors

            Directors Elected         For        Withheld
            ------------------------  ---------  ---------

            Joel M. Evans, M.D.       7,312,722    528,381
            Richard D. Hornidge, Jr.  7,513,258    327,845
            Rustin Howard             7,039,824    801,279
            John B. Nano              5,681,714  2,159,389
            William L. Reali          7,451,988    389,115


     -    Ratification of selection of MHM Mahoney Cohen CPAs as the
          independent public accounting firm:

            Accounting Firm         For        Against  Abstained
            ----------------------  ---------  -------  ---------

            MHM Mahoney Cohen CPAs  7,533,421  165,088    143,594

Item 5.     Other Information

     None.

Item 6.     Exhibits

31.1     Certification by the Principal Executive and interim 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 Principal Executive and interim 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 28
<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/ John B. Nano.
                              --------------------
                              John B. Nano
                              Chairman, President, Chief Executive Officer,
                              Interim Chief Financial Officer, Chief Accounting
                              Officer and Authorized Signer

June 15, 2009



                                   Page 29
<PAGE>

                               INDEX TO EXHIBITS

Exhibit No.     Description
-----------     -----------


   31.1   Certification by the Principal Executive and Interim 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 Principal Executive and Interim 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).
























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