S-8

As filed with the Securities and Exchange Commission on May 22, 2007

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SONTRA MEDICAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	41-1649949
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

10 Forge Parkway, Franklin, Massachusetts	02038
(Address of Principal Executive Offices)	(Zip Code)

2003 Stock Option and Incentive Plan, as amended

(Full Title of the Plan)

Harry G. Mitchell

Interim Chief Executive Officer

Sontra Medical Corporation

10 Forge Parkway

Franklin, Massachusetts 02038

(Name and Address of Agent for Service)

(508) 553-8850

(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Thomas B. Rosedale, Esq.

BRL Law Group LLC

31 St. James Avenue, Suite 850

Boston, Massachusetts 02116

(617) 399-6931

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $.01 par value	1,000,000 shares	$	1.27	(1)	$	1,270,000	$	39.00

(1) Estimated solely for the purpose of calculating the registration fee, and based on the average of the high and low prices of the Common Stock on May 16, 2007 as reported on the Over-the-Counter Bulletin Board operated by the National Association of Securities Dealers Inc. in accordance with Rules 457(c) and 457(h) promulgated under the Securities Act of 1933, as amended.

Statement of Incorporation by Reference

In accordance with General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-106201) filed by the Registrant on June 17, 2003 relating to the 2003 Stock Option and Incentive Plan (the “Plan”), except as to the item set forth below. This Registration Statement provides for the registration of an additional 1,000,000 shares under the Plan.

Item 8. Exhibits

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Franklin, Commonwealth of Massachusetts on May 22, 2007.

SONTRA MEDICAL CORPORATION

/s/ Harry G. Mitchell

Harry G. Mitchell

Interim Chief Executive Officer,

Chief Financial Officer and Treasurer

POWER OF ATTORNEY

We, the undersigned officers and directors of Sontra Medical Corporation, hereby severally constitute Harry G. Mitchell, our true and lawful attorney with full power to him to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Sontra Medical Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorney to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on May 22, 2007.

Signature	Title
/s/ Michael R. Wigley Michael R. Wigley	Chairman of the Board of Directors
/s/ Harry G. Mitchell Harry G. Mitchell	Interim Chief Executive Officer, Chief Financial Officer and Treasurer (Principal Executive, Financial and Accounting Officer)
/s/ Joseph F. Amaral Joseph F. Amaral	Director
/s/ Robert S. Langer Robert S. Langer	Director
/s/ Gerard E. Puorro Gerard E. Puorro	Director
/s/ Walter W. Witoshkin Walter W. Witoshkin	Director

EXHIBIT INDEX

Exhibit Number	Description
4.1	Second Amended and Restated Articles of Incorporation of the Registrant is incorporated herein by reference to Exhibit 3.01 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 (File No. 000-23017).
4.2	Articles of Amendment of Second Amended and Restated Articles of Incorporation, dated May 25, 2005 is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Report on Form 8-K dated May 24, 2005 (File No. 000-23017).
4.3	Articles of Amendment of Second Amended and Restated Articles of Incorporation, as amended, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 11, 2006 (File No. 000-23017).
4.4	Statement of the Powers, Designations, Preferences and Rights of the Series A Convertible Preferred Stock of the Registrant is incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (File No. 333-109716).
4.5	Amended and Restated Bylaws of the Registrant is incorporated herein by reference to Exhibit 3.03 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 (File No. 000-23017).
4.6	Specimen Certificate of Common Stock, $.01 par value per share, of the Registrant is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 11, 2006 (File No. 000-23017).
5.1	Opinion of BRL Law Group LLC
23.1	Consent of BRL Law Group LLC (included in Exhibit 5.1)
23.2	Consent of Wolf & Company, P.C.
24.1	Power of Attorney (included in the signature pages of this Registration Statement)
99.1	2003 Stock Option and Incentive Plan, as amended, is incorporated herein by reference to Appendix I to the Registrant’s Definitive Schedule 14A filed April 17, 2007 (File No. 000-23017)

EX-5.1

Exhibit 5.1

BRL Law Group LLC

31 St. James Avenue, Suite 850

Boston, Massachusetts 02116

May 22, 2007

Sontra Medical Corporation

10 Forge Parkway

Franklin, MA 02038

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Sontra Medical Corporation (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 1,000,000 shares of Common Stock, $.01 par value per share (the “Shares”), of the Company to be issued pursuant to the Company’s 2003 Stock Option and Incentive Plan, as amended (the “Plan”).

We have examined the Second Amended and Restated Articles of Incorporation of the Company and the Amended and Restated Bylaws of the Company, each as amended to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings (and written consents in lieu thereof) of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the Minnesota Business Corporation Act statute and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-B under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ BRL Law Group LLC

BRL Law Group LLC

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Sontra Medical Corporation of our report, dated March 22, 2007, relating to our audit of the consolidated financial statements which appear in the Annual Report on Form 10-KSB of Sontra Medical Corporation for the year ended December 31, 2006.

/s/ Wolf & Company, P.C.

Wolf & Company, P.C.

Boston, Massachusetts

May 22, 2007