8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2006

SONTRA MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation) 000-23017 (Commission File No.) 41-1649949 (IRS Employer Identification No.)

10 Forge Parkway

Franklin, Massachusetts 02038

(Address of principal executive offices)(Zip Code)

(508) 553-8850

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On May 11, 2006, Sontra Medical Corporation (the “Registrant”) issued a press release regarding its financial results for its fiscal first quarter ended March 31, 2006. A copy of the press release issued by the Registrant is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished with this Form 8-K:

99.1Press Release of the Registrant, dated May 11, 2006.

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 hereunto duly authorized.

                                            Sontra Medical Corporation

Date:May 12, 2006By: /s/ Sean F. Moran

                                Sean F. Moran

               Chief Financial Officer

EXHIBIT INDEX

Exhibit No.Description

99.1Press Release of the Registrant, dated May 11, 2006.

EX-99.1

FOR IMMEDIATE RELEASEExhibit 99.1

Sontra Medical Reports First Quarter 2006 Results and Business Update

Franklin, MA - May 11, 2006 -- Sontra Medical Corporation (NASDAQ: SONT)announced financial results today for the first quarter ended March 31, 2006. For the three months ended March 31, 2006, the net loss applicable to common stockholders was $1,229,000, or $.05 per share, as compared to $1,293,000 or $.06 per share, for the same period in 2005. The Company ended the quarter with a total of $4,323,000 in cash and short term investments.

“We have made steady progress in the development of our continuous glucose monitor for the hospital critical care market,” stated Thomas W. Davison, PhD, Sontra’s President and Chief Executive Officer. “A majority of Sontra’s resources are focused on the development of this product. Glucose monitoring prototypes systems are currently being tested and validated at Sontra’s in-house scientific laboratories. We have commenced enrollment in a clinical study consisting of patients with diabetes and healthy volunteers. The primary goals of the first study will be to evaluate the reliability of our glucose monitoring system and develop a glucose prediction algorithm that will be tested in a second hospital critical care study to be conducted at Tufts-New England Medical Center, the Boston Medical Center, Beth Israel Deaconess Hospital and Rhode Island Hospital. Intensive insulin therapy and frequent blood glucose testing to maintain tight glycemic control is one of the most exciting new trends in critical care medicine. The enormous clinical benefits include reducing mortality and severe complications by up to 50%. These benefits, combined with significant cost savings that come from reduced length of stay and less intervention, are expected to create a new market for critical care continuous glucose monitors that we estimate will exceed $1 billion.”

About Sontra Medical Corporation (www.sontra.com)

Sontra Medical Corporation is a technology leader in transdermal science. Sontra’s SonoPrep ultrasound-mediated skin permeation technology combined with technical competencies in transdermal drug formulation, delivery systems and biosensors is creating a new paradigm in transdermal drug delivery and diagnosis. The SonoPrep technology is being developed for several billion dollar market opportunities, including continuous glucose monitoring and the transdermal delivery of large molecule drugs and vaccines. Sontra is currently marketing the SonoPrep device and procedure tray for use with topical lidocaine to achieve rapid (within five minutes) skin anesthesia.

Investor Relations Contact:

Sean Moran, Sontra Medical CFO

508-530-0334

© 2006 Sontra Medical Corporation. SonoPrep is a registered trademark of Sontra Medical Corporation. All other company, product or service names mentioned herein are the trademarks or registered trademarks of their respective owners.

This press release contains forward-looking statements, which address a variety of subjects including, for example, the expected technological advances and availability of the second-generation SonoPrep device, the expected benefits and efficacy of the SonoPrep device in connection with diagnostics, vaccine delivery, glucose monitoring and transdermal drug delivery, Sontra’s expected ability to develop, market and sell products based on its technology, including a continuous transdermal glucose monitor for the hospital ICU market; the expected market opportunities, distribution and market acceptance of the SonoPrep device and technology, the expected size of the market for the continuous transdermal glucose monitor for the hospital ICU; and Sontra’s business, research, product development, regulatory approval, marketing and distribution plans and strategies. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Such statements are based on our current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: our technology is new and we may experience adverse results in research and development efforts, product development, clinical trials, product evaluations, commercialization efforts, product distribution and market acceptance; markets for our products may develop slower than expected, or not at all; our sales cycle is lengthy and we are still developing sales and marketing strategies which may or may not prove effective; the SonoPrep device may not prove effective in connection with diagnostics, vaccine delivery, glucose monitoring and/or transdermal drug delivery; we may experience difficulties or delays in obtaining regulatory approvals to market products resulting from development efforts or difficulties or delays associated with sources of regulatory-approved transdermal drugs and vaccines; failure to obtain and maintain patent protection for discoveries or commercial limitations imposed by patents owned or controlled by third parties would have an adverse effect on us; we depend upon strategic partners and third-party distributors to develop, commercialize, market and sell products based on our work; and we require substantial additional funding to conduct research and development and to expand commercialization, distribution and marketing activities. For detailed information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Sontra’s filings with the Securities and Exchange Commission, including Sontra’s most recent Annual Report on Form 10-KSB. Forward-looking statements represent management’s current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.

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SONTRA MEDICAL CORPORATION
Consolidated Statements of Loss
(Unaudited)
	Three Months Ended
		March 31,
		2006			2005
Revenue:
Product revenue		$	14,526		$	116,053
Licensing revenue			12,501			-
Total revenue			27,027			116,053
Cost of product revenue			30,513			80,154
Gross (loss) profit			(3,486	)		35,899
Operating Expenses:
Research and development			763,358			906,300
Selling, general and administrative			495,061			473,809
Total operating expenses			1,258,419			1,380,109
Loss from operations			(1,261,905	)		(1,344,210	)
Interest income			39,318			53,030
Interest expense			(5,154	)		-
Net loss			(1,227,741	)		(1,291,180	)
Accretion of dividend on Series A Convertible Preferred Stock			(1,447	)		(1,447	)
Net loss applicable to common shareholders		$	(1,229,188	)	$	(1,292,627	)
Net loss per common share, basic and diluted		$	(0.05	)	$	(0.06	)
Basic and diluted weighted average common shares outstanding			23,597,289			22,131,657

SONTRA MEDICAL CORPORATION
Consolidated Balance Sheets
	As of,
	March 31,			December 31,
	2006			2005
	(Unaudited)
ASSETS:
Current Assets:
Cash and cash equivalents	$	2,023,187		$	1,016,792
Short term investments		2,300,000			3,000,000
Accounts receivable		11,590			1,129
Inventory, net of reserve for obsolescence		49,010			31,250
Prepaid expenses and other current assets		104,320			65,468
Total current assets		4,488,107			4,114,639
Property and Equipment, at cost:
Computer equipment		245,365			241,324
Office and laboratory equipment		593,576			593,576
Furniture and fixtures		14,288			14,288
Manufacturing equipment		490,455			224,888
Leasehold improvements		177,768			177,768
		1,521,452			1,251,844
Less - accumulated depreciation and amortization		(933,943	)		(894,658	)
Net property and equipment		587,509			357,186
Other Assets:
Restricted cash		19,949			29,248
Deposits and other assets		2,000			207,012
Total other assets		21,949			236,260
Total assets	$	5,097,565		$	4,708,085
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	229,714		$	210,208
Deferred revenue		32,499			45,000
Current portion of note payable		55,059			53,653
Accrued expenses		185,697			416,936
Total current liabilities		502,969			725,797
Note Payable, net of current portion		134,740			149,043
Commitments
Stockholders' Equity:
Series A Convertible Preferred Stock, $0.01 par value, authorized 7,000,000 shares,
issued and outstanding 73,334 shares at March 31, 2006 and December 31, 2005
(preference in liquidation of $77,738)		77,738			76,291
Common stock, $0.01 par value, authorized 60,000,000 shares, issued and outstanding
27,103,491 shares at March 31, 2006 and 22,261,830 shares at December 31, 2005		271,035			222,618
Additional paid-in capital		34,458,521			32,658,192
Deferred stock-based compensation		-			(4,159	)
Accumulated deficit		(30,347,438	)		(29,119,697	)
Total stockholders' equity		4,459,856			3,833,245
Total liabilities and stockholders' equity	$	5,097,565		$	4,708,085