SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 15

Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under
Sections 13 and 15(d) of the Securities Exchange Act of 1934

                        Commission File Number 333-68942

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                               CRITICAL CARE, INC.
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             (Exact name of registrant as specified in its charter)

                          201 Fourth Street, Suite 208
                                Del Mar, CA 92014
                                 (858) 259-4534
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    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                    Common Stock, $0.001 par value per share
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            (Title of each class of securities covered by this Form)

                                      none
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   (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

            Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)  [X]        Rule 12h-3(b)(1)(ii) [ ]
          Rule 12g-4(a)(1)(ii) [ ]        Rule 12h-3(b)(2)(i)  [ ]
          Rule 12g-4(a)(2)(i)  [ ]        Rule 12h-3(b)(2)(ii) [ ]
          Rule 12g-4(a)(2)(ii) [ ]        Rule 15d-6           [X]
          Rule 12h-3(b)(1)(i)  [ ]

 Approximate number of holders of record as of the certification or notice date:
95 shareholders of record as of October 16, 2006
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     Pursuant to the requirements of the Securities Exchange Act of 1934,
CRITICAL CARE, INC. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

DATE: October 19, 2006


BY:  /s/  Ernest B. Remo
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          Ernest B. Remo
          Chairman and Chief Executive Officer
          (Principal Executive Officer and Principal Accounting
          and Financial Officer