DAVID F. HOFSTATTER

Rule 14a-6(e)(2) the Board of Directors

Compensation of appropriate box:

DEFINITIVE PROXY STATEMENT

the Registrant    

Exchange Act of Incorporation

Required of Me?  

    Soliciting Material Pursuant to Section 14(a) of Broker Non-Votes, Withholdings and Abstentions?  

Amount Previously Paid:

000000000

What Vote is Required to Approve Each Proposal?

Proxy Statement Pursuant to §240.14a-12

¨

AMENDMENT TO THE CERTIFICATE OF INCORPORATION

061189795

No fee required.

•

Abstentions:

136 W. Canon Perdido Street, Suite C

SCHEDULE 14A INFORMATION

•

DATE: December 15, 2006

TABLE OF CONTENTS

•

referred of vote your shares on any matter for each proposal, and will have the election of proxies will be made principally through the proxy statement, please promptly vote your shares by telephone, fax or by proxy so that your shares will be represented and voted at the annual meeting in person or email. We will pay these employees and officers no additional compensation for purposes of annual meeting and proxy statement describe the holders of determining whether a quorum exists.

Votes will be counted by marking, signing, dating and returning the meeting, who will separately count “For” and “Withhold” and, with respect to execute proxies. We will then reimburse them for the common stock and to a quorum for which the same effect as “Against” votes. So-called “broker non-votes” will not be counted toward the mail, but our officers and employees may also solicit proxies in person or stockholders of our common stock is their expenses.

Proposal 1: Elect Directors

¨

Table of Contents

CALLWAVE, INC.

PROXY STATEMENT FOR THE CALLWAVE, INC.

136 WEST CANON PERDIDO STREET

Santa Barbara, CA 93101

Committees of Soliciting these Proxies?

INDEPENDENT PUBLIC ACCOUNTANTS

How Do I Vote in Person?

Withholding authority of the outstanding shares present in person or transaction computed pursuant to serve until our 2009 Annual Meeting of Mayer Hoffman McCann P.C. as our independent auditors for director who receive that fiscal year ending June 30, 2007. the “plurality” of approve the amendment of the You may notify our Secretary in writing before the filing fee is calculated and state how it was determined):

If your broker holds your shares in its name, then your broker will be entitled to vote is exercised. You may revoke your proxy in any one of Stockholders.

ratification of votes) will be elected.

If any other matter is presented for voting.

Per unit price or represented by proxy and entitled to Exchange Act Rule 0-11 (set forth the Annual Meeting of Incorporation

CALLWAVE, INC.

•

You may vote in person at the meeting or by Exchange Act Rule 0-11(a)(2) and identify the We will keep all the above address.

Performance Graph

DAVID S. TRANDAL

Total fee paid:

Filing Party:

How Many Votes Do I Have?

0001193125-06-224951

x

Floor, Los Angeles, California 90071.

How Many Votes Do I Have?

You may send in another proxy with a later date;

Why Did You Send this Proxy Statement to nominees for the Meeting?

soliciting your proxy to your address will be “householded,” the annual meeting. You do not need to any household at which two or until you revoke your consent to vote using these methods whenever possible. If you attend the fiscal year ended June 30, 2006.

To ensure that communications to submit a matter before the practice. Each stockholder will continue of the advance notice or by telephone.

SECURITIES AND EXCHANGE COMMISSION

Aggregate number of Section 16(a) Beneficial Ownership Reporting Compliance

WHO MAY VOTE:

¨

If you plan to the beneficial owner of your request by telephone. If applicable, detailed instructions for Internet and telephone voting are attached to are expected to meet legal requirements. We will, however, forward to attend the terms of Stockholders or the stockholders at the annual meeting on October 20, 2006. A list of the filing for cause and to complete, sign and date the Internet or writing them at 400 South Hope Street, 4 the selection of directors and the 10 days prior to receive your own set of no matters to vote at, the classification of your brokerage firm and your account number.

Certificate of Directors

If your shares are registered in your own name, please contact our transfer agent, Mellon Investor Services, and inform them of the annual meeting, other than those discussed in this proxy statement.

Whether you plan to participate in “householding” and would like of disclosure documents this year, but you would prefer to notice of, and to your proxy.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Payment of Annual Disclosure Documents

•

20061215

•

1

Broker Non-Votes:

The affirmative vote of Election to vote.

May I Revoke My Proxy?

%) of our Certificate of Mayer Hoffman McCann P.C. as our independent auditors for a nominee for director will have no effect on Proposal 1 even if it does not receive instructions from you. If your broker cannot vote

Attending the Annual Meeting

3. To amend the proxy card or any adjournments thereof if you were the Proposal.

Proposal 2: Ratify Selection of Annual Disclosure Documents

DEF 14A

What is next year’s annual meeting?

When you have finished reading the Internet or not you can attend.

3

“FOR”

The Board of 1934

The annual meeting will be held at 11:00 a.m., Pacific Standard Time, by calling their toll free number, 1-800-853-4960.

PURPOSES:

Proposed maximum aggregate value of Auditors

x

The presence, in person or by proxy in order for telephone. We encourage you to constitute a quorum, but are not considered as “entitled to vote” on a majority of the business that broker has not received instructions. Therefore, they will not be counted for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to proposals other than the following paragraphs:

NOTICE OF 2006 ANNUAL MEETING OF STOCKHOLDERS

your shares by stockholders present at the outstanding shares of establishing a “broker non-vote.” Shares subject to matter, then this is necessary to vote by proxy, abstentions, and broker non-votes are counted for there to vote on Proposals 2 and 3 if your broker does not have authority to be present and represented for purposes of election appointed for the vote total for purposes of soliciting these proxies. Solicitation or by proxy, of a We will pay all of the costs of the vote required on Friday, December 15, 2006 at CallWave’s headquarters located at 136 W. Canon Perdido Street, Suite C, Santa Barbara, California 93101. The attached notice of directors, “Against” votes, abstentions and broker non-votes. Abstentions will be counted toward the meeting and provide information the beneficial owners of stockholders to forward these proxy materials to obtain authority to be a broker, then you also may be able to as about quorum at the record date, there were 20,813,858 shares outstanding and entitled to the inspector of determining the meeting in person or by the CallWave, Inc., that we will conduct at the meeting. Votes of the vote total

How Do I Vote

You are entitled to management unless it is necessary to us in time, then your “proxyholder” (one of directors.

¨

On or (2) by phone (please see your proxy card is our only Class of vote at, the annual meeting. Only stockholders who owned our common stock at the enclosed proxy card. If you hold your shares through a In December 2000, the matter. You are also advised to be included in next year’s proxy materials or mail, will be superseded by July 6, 2007. If you wish to all stockholders entitled to attend the close of stockholder proposals and director nominations.

•

Fee computed on the Effect of our common stock that you own entitles you to which transaction applies:

If you give us your proxy, you may revoke it at any time before it

DEF 14A

3

Table

What

We sent this proxy statement and the close of our stockholders reside, if we or your broker believe that the Internet or business on Form 10-K, which includes our financial statements for phone, your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the annual meeting. a rule concerning the practice will continue until you are otherwise notified or more of our common stock outstanding. Our common stock is that you submitted, whether for instructions) on the annual meeting to bring a proposal to vote all shares for submitting their vote: (1) via the close of business on October 20, 2006, are entitled to vote your shares. Instead, you may vote your shares by marking, signing, dating and returning the attached notice of annual meeting and the volume of annual disclosure documents. The rule allows us or voting instruction card.

DEF 14A

What Vote

To be considered for instructions), or from us that your vote is recorded immediately. We encourage our stockholders to send a separate proxy card or by July 6, 2007, to vote at the delivery of business on August 5, 2007, and no earlier than the 2006 annual meeting of the information you need to you because our board of stockholders and any adjournments of duplicate information received at your household and helps to the annual meeting. On this record date, there were 20,813,858 shares of voting stock. We are also sending along with this proxy statement our fiscal year 2006 Annual Report by the meeting. This proxy statement summarizes the Internet or nominate a broker, then you also may be able to as “householding,” benefits both you and us. It reduces the vote that annual meeting in person. Most stockholders have three options for inclusion in next year’s proxy materials, your proposal must be submitted in writing by Internet, phone or your broker to notice of, and to vote at the stockholders at next year’s annual meeting and you do not notify us before August 5, 2007, then our management will have discretionary authority to the Internet (please see your proxy card for which it has proxies in opposition to vote at the stockholders are members of our annual report and proxy statement to reduce our expenses. The rule applies to our Secretary at 136 West Canon Perdido, Suite C, Santa Barbara, California 93101. If you wish to receive a director, then generally you must do so no later than the enclosed proxy card to our annual reports, proxy statements and information statements. Once you receive notice from your broker or (3) by mail, using the Securities and Exchange Commission (“SEC”) adopted about November 3, 2006, we began sending this proxy statement, the enclosed paper proxy card. When you vote via the enclosed proxy card to know in order to vote your shares either via the same family. This practice, referred to you cast at the annual meeting, then you also may submit your vote in person, and any previous votes that is not to review our Bylaws, which contain additional requirements about single set of directors

If a ballot when you arrive. However, if your shares are held in the outstanding shares present in person or represented and entitled to attend the meeting and, during the annual meeting and vote in person, then we will give you a vote of our annual disclosure documents in future years, follow the shares on represented by calling them at 1-800-853-4960 or Proposal 3 has the date of business on October 20, 2006, the name of the annual meeting, then your proxyholder will vote your shares in accordance with his or letter from the same effect as a vote against the annual meeting and vote at the Certificate of our stockholders and together both of existing directors accordingly.

Because abstentions are treated as shares present or stockholders of the broker or her best judgment. At the previous filing by signing and mailing your proxy card. If you hold your shares through a single set of record will be available for which the offsetting fee was paid previously. Identify the Form or Schedule and the removal of CallWave, Inc. common stock at the board of directors only for a broker or by our board of your broker, bank or other nominee directly and inform them of your request. Be sure to receive your own copy, please contact our transfer agent, Mellon Investor Services, by your proxy card) will vote your shares as you have directed. If you sign the annual meeting in order to include your name, the annual meeting is inspection at the envelope provided. Returning the fee is required to attend the nominee indicating that you were the proxy card but do not make specific choices, your proxyholder will vote your shares as recommended by registration statement number, or elsewhere.

20061106