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): June 6, 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 (Address of principal executive offices) 02038 (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 1.01 Entry into a Material Definitive Agreement.

On June 9, 2006, Sontra Medical Corporation (the “Company”) entered into a letter agreement (the “Letter Agreement”) with AccountAbility Outsourcing, Inc. (“AccountAbility”) pursuant to which AccountAbility agreed to provide the services of Mr. Harry Mitchell to serve as the Interim Chief Financial Officer of the Company. The Company expects to use Mr. Mitchell’s services as the Interim Chief Financial Officer for approximately two to three days per week. The Company is obligated to pay to AccountAbility $250 per hour for Mr. Mitchell’s services.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 6, 2006, Sean Moran informed the Company that he is resigning as the Chief Financial Officer of the Company to pursue a new career opportunity. Mr. Moran’s resignation shall be effective on June 23, 2006.

On June 9, 2006, the Company appointed Mr. Harry G. Mitchell, C.P.A. to serve as Interim Chief Financial Officer beginning on the effective date of Mr. Moran’s resignation. Since 2004, Mr. Mitchell has served as President and Chief Executive Officer of MedTech Advances, Inc. and has provided financial and other consulting services to several other corporations. From 1999 to 2004, Mr. Mitchell was Chief Financial Officer of Boston Medical Technologies, Inc. There are no family relationships between Mr. Mitchell and any director or other executive officer of the Company.For a further description of the terms of Mr. Mitchell’s engagement, see Item 1.01 above, which is incorporated herein by reference.

A copy of the press release issued by the Company concerning the foregoing is filed herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Letter Agreement, dated June 9, 2006, between the Company and AccountAbility Outsourcing, Inc.
99.2	Press Release of the Company, dated June 12, 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: June 12, 2006By: /s/ Thomas W. Davison

   Thomas W. Davison

   0;President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter Agreement, dated June 9, 2006, between the Company and AccountAbility Outsourcing, Inc.
99.2	Press Release of the Company, dated June 12, 2006.

EX-99.1

Exhibit 99.1

June 9, 2006

Thomas W. Davison, Ph.D., President, CEO

Sontra Medical Corporation

10 Forge Parkway

Franklin, MA 02038

Dear Tom:

AccountAbility Outsourcing, Inc. (“AccountAbility”) appreciates the opportunity to provide financial advisory services to Sontra Medical Corporation (the “Company” or “Sontra”). Providing exceptional service to our clients is our highest priority. Our consulting services include part-time and interim CFOs, Controllers, and Accountants, audit preparation, IPO assistance, Sarbanes-Oxley compliance, system conversions, and recruiting.

This letter sets forth our understanding of the terms and objectives of our engagement, the nature and scope of the services we will provide, and the related fee arrangements. Our understanding of these services is based upon our discussion with you yesterday.

Background

Sontra Medical Corporation (NASDAQ small cap: SONT) 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 Company’s Chief Financial Officer, Sean Moran, resigned early this week. The Company plans to file an 8-K announcing this event on Monday, June 12^th and would like to announce that an interim CFO has been retained at the same time.

Services

Functioning in the capacity of Interim Chief Financial Officer, our responsibility is to assist the CEO on any matters normally handled by a CFO. These include SEC reporting, Sarbanes Oxley guidance, fundraising, financial reporting, reporting to the Board, strategic advice and counsel, and investor relations.

We will commit to you to be available in the event that other projects or questions arise in areas where we can provide additional assistance to you and the Company (for example, Sarbanes Oxley compliance).

Service Advisors

To ensure there is accountability at each of our clients in adhering to the use of AccountAbility’s best practices, meeting client’s expectations, as well as surfacing additional requirements, an Oversight Manager is assigned to each account. Each quarter, the client contact will meet with their Service Provider and Oversight Manager to review the progress on work completed in the last quarter, identify other issues or concerns and establish a focus for the work in the next quarter. This consistent oversight of client service delivery allows the client to be well informed of AAO’s efforts and provide feedback, gives the Service Delivery Team a chance to share their ideas and make recommendations, and encourages the continued application of best practices and improved performance of staff.

Interim CFO Harry Mitchell will be the Service Provider. Donna Lopolito is also available should the Company need additional resources and will serve as Oversight Manager. Each biography was sent under separate cover.

Additional service advisors may be named at a later time, depending on the needs of the Company.

Fee Arrangements

The fee for the above noted services will be billed on an hourly basis at the following rates:

Senior Advisor/Interim CFO - $250.00 per hour

Advisor - $125.00 to $175.00 per hour

You have requested two to three days per week until a permanent CFO is retained.

Invoices will be generated weekly and are due upon receipt. A deposit of $5,000 is required upon execution of this agreement and will be applied to the final invoice.

Other Items

This specific engagement cannot be relied upon to disclose errors, irregularities or illegal acts, including fraud or defalcations, which may have taken place. We will promptly notify you if we become aware of any such errors, irregularities or illegal acts during the performance of the above noted services. Because the above noted services do not constitute an examination in accordance with standards established by the American Institute of Certified Public Accountants (the “AICPA”), we are precluded from expressing an opinion as to whether the financial statements provided by the Company are in conformity with generally accepted accounting principles or any other standards or guidelines promulgated by the AICPA, or whether the underlying financial and other data provide a reasonable basis for the statements.

We accept no responsibility for damages, which may result from actions taken by third parties who purport to have relied on reports that may be prepared by us. Similarly, because our services are being performed to provide information that you feel will be useful for the purposes noted above, we cannot be responsible for damages, which may occur should our results be utilized for any other purpose other than that which has been expressly stated above.

Employees of AccountAbility

All personnel representing our company are employees or contracted agents of AccountAbility. As such, they are obligated to provide high quality service to our clients and are obligated to our company under confidentiality, non-compete, and non-solicitation agreements. Accordingly, they are not retainable as employees or contractors by our clients and you agree not to solicit and/or not to hire them. Should the Company employ, directly or indirectly, any personnel provided by AccountAbility, either during the term of this Agreement or within two years following its termination, the Company agrees to pay AccountAbility a fee of an amount equivalent to 30% of total annual compensation for the position offered.

If the above terms are acceptable to you and the services outlined are in accordance with your understanding, please sign a copy of this engagement letter in the space provided and mail it to us with the deposit. Due to your time constraints, please also fax a copy of the engagement letter to us to indicate your acceptance.

Tom, we are looking forward to serving you and your organization as it continues to grow and prosper and are prepared to start the work on Wednesday, June 14th.

Sincerely,

/s/ Ann M. Vickers

Ann M. Vickers, CPA

Managing Director

Accepted and approved for Sontra Medical Corporation:

By: /s/ Thomas W.DavisonDate: June 9, 2006

Thomas W. Davison, Ph.D., President, CEO

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Sontra Medical Corporation Announces Change in Management Team

Franklin, MA - June 12, 2006 -- Sontra Medical Corporation (NASDAQ: SONT) announced today that its Chief Financial Officer, Sean Moran, has resigned his position with the Company to pursue a new career opportunity.

The Company has appointed Mr. Harry G. Mitchell, C.P.A. to serve as Interim Chief Financial Officer. Mr. Mitchell has been C.E.O. and C. F.O. for several medical device and technology companies. Since 2004, Mr. Mitchell has served as President and Chief Executive Officer of MedTech Advances, Inc. and has provided financial and other consulting services to several other corporations. From 1999 to 2004, Mr. Mitchell was Chief Financial Officer of Boston Medical Technologies, Inc. To further strengthen the Company’s finance staff, Karen Cowgill has been promoted to Controller from Director of Administration.

The Company has retained an executive recruiter and has commenced a search for a permanent Chief Financial Officer.

“We thank Sean for his dedication and financial leadership during his time at Sontra and wish him well,” stated Thomas W. Davison, PhD, President and Chief Executive Officer. Mr. Moran will remain with the Company until June 23^rd to ensure an effective transition of responsibilities to Mr. Mitchell and Ms. Cowgill.

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:

Karen Cowgill, Controller, Sontra Medical 508-553-0322

Harry G. Mitchell, Interim CFO, Sontra Medical 508-530-0311

This press release contains forward-looking statement. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements and include statements regarding our planned strategic initiatives and our ability to maintain a listing on Nasdaq. 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. Such factors and uncertainties include, but are not limited to, that the Company will not be successful in its request for continued listing, and risks related to our planned strategic initiatives, including that such initiatives may not occur as planned or that they do not result in continued listing. Forward- looking statements speak only as of the date they are made, and we undertake no duty or obligation to update any forward-looking statements in light of new information or future events, unless required by law. 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 Quarterly Report on Form 10-QSB.