N-CSR

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number: 811-06113

The Caldwell & Orkin Funds, Inc.

(Exact name of registrant as specified in charter)

6200 The Corners Parkway, Suite 150, Norcross, GA 30092

(Address of principal executive offices) (Zip code)

Michael B. Orkin, 6200 The Corners Parkway, Suite 150, Norcross, Georgia 30092

(Name and address of agent for service)

Registrant’s telephone number, including area code: 678-533-7850

Date of fiscal year end: 4/30

Date of reporting period: 4/30/2007

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

Annual Report to Stockholders

Investment Adviser C&O Funds Advisor, Inc. 6200 The Corners Parkway Suite 150	Market Opportunity Fund	Shareholder Accounts c/o Integrated Investment Services, Inc. P.O. Box 5354
Norcross, Georgia 30092 (800) 237-7073	Annual Report to Shareholders	Cincinnati, Ohio 45201-5354 (800) 467-7903

Dear Fellow Shareholder: June 29, 2007

The Caldwell & Orkin Market Opportunity Fund (the “Fund”) gained 10.54% in the 6-month period ended April 30, 2007. For the 12 months ended April 30, 2007, the Fund rose 15.31%. And, since commencement of active management on August 24, 1992 through April 30, 2007, the Fund has generated a 10.20% average annual return while maintaining a low market risk profile and with little reliance on the movement of the stock market (see pages 5, 6 and 7). Of course, past performance is no guarantee of future results.

Since we began actively managing the Fund on August 24, 1992, the Fund’s price movements have correlated very little (2.82%) with the price movements of the S&P 500 with Income index (S&P 500). The Fund’s beta (a measure of volatility) is -0.08. An S&P 500 index fund has a 100% correlation to the market and a beta of 1.00. The Fund’s lack of correlation to the market indicates that its performance is not attributable to that of the index. (Statistical computations by Ned Davis Research, Inc.)

Management Discussion and Analysis

The Market Opportunity Fund opened the annual review period on May 1, 2006 positioned 53.3% long, - -40.3% short and 6.4% in cash and cash equivalents, resulting in a 13.0% net long exposure. Our largest long sector exposure was to select biomedical and biotechnology companies, and our largest short exposure was to the market itself through exchange-traded funds (ETFs), followed by mortgage-related finance companies and residential and commercial builders. For quite some time we have been watching the housing bubble inflate, and these companies stood to lose ground during the deflating process, particularly in the financing sector, which is vulnerable to rising credit losses.

We maintained our slightly net long position during early May (see the Equity Investment Position chart on page 7), then shifted to a net short positioning in mid-May as the markets started deteriorating due to inflation fears and global central bank tightening, which drained liquidity from the financial markets. The shorts did well in May. From the S&P 500’s high on May 5, 2006 through month-end, the short portfolio returned 4.80%, versus a -4.08% loss for the S&P 500. Our higher beta longs, however, which are more sensitive to market volatility, got hit harder than the general market during the earliest days of the market’s decline. The risk profile of the longs was reduced shortly after the initial setback by selling higher beta stocks. The Fund slipped -1.02% in May, compared to losses of -2.93% and -6.19% for the S&P and NASDAQ, respectively.

We exited May -9.5% net short, and in June adjusted the asset allocation to take advantage of the falling market. By mid-June the Fund was almost -32% net short. The Fund rose 1.82% during June, while the S&P 500 gained 0.15% and the NASDAQ
fell -0.31%. At its June 28 meeting, the Fed announced another 0.25% interest rate hike, but also signaled a pause may be in order.

Anticipating a less hawkish Fed, we had already reverted back to a market neutral posture before the Fed’s announcement was released. We closed the quarter 99.2% invested and 1.2% net long.

The market started off on a positive note in July, coming on the heels of a late Q2-end rally. We held S&P 500 Depositary Receipts (SPY) and NASDAQ-100 Shares (QQQQ), both exchange-traded funds, which gave us broad exposure to the rising market. Builders and mortgage & related financial services companies topped the short sector exposure. The rally fizzled a few days into July, and we went back to a net-short tack. The Fund, propelled by the shorts, rose 2.08% in July, compared to a 0.66% gain for the S&P 500 and a loss of -3.71% for the NASDAQ.

The markets turned back up in mid-August after the Federal Reserve passed over an opportunity to raise the Fed Funds rate. In conjunction with falling energy prices, the market gained additional traction. We shifted from a net short to a net long position, and covered all the homebuilding shorts. We stuck with the subprime mortgage-centric lender shorts, shorted restaurants, and beefed-up our electric utility longs. We believed that, all things being equal, the positive forces affecting the market outweighed the negative forces exerted by the deflating housing bubble and high debt levels. The moves were advantageous, as the longs rose 2.57% and the shorts declined only - -0.16%. The portfolio returned 1.22% in August, compared to a 2.30% rise for the S&P 500. We closed the month 98.5% invested and 6.2% net long. During September, continued declines in energy prices helped the market. We reined in more shorts while adding to long positions, including technology exposure due to improving fundamentals and seasonal strength. The longs did well in September, rising 3.69%, but the shorts took a beating, declining -8.44%. Fortunately, the shorts represented a small slice of the overall portfolio. The Fund dipped -0.69% for the month, compared to a 2.60% rise in the S&P 500.

The Fund entered October 94.1% invested and 31.2% net long. We also had a 9.5% position is U.S. Treasury Notes. Electric utilities represented the largest industry concentration on the long side (5.9%), and mortgage and related financial service companies continued to top the short exposure (-3.7%). During the month we added several companies to the long portfolio, including more technology names. The Fund rose 0.87% in October, trailing the S&P’s heady 3.33% gain.

For the balance of the fourth quarter we stayed relatively fully invested and in the neighborhood of 40% to 50% net long. We sold the Treasury Notes in November to make room for additional equity exposure, locking in a profit. On November 17, 2006, we added put options to the Market Opportunity Fund’s asset allocation mix, thanks to passage of a Shareholder vote deleting an investment restriction against using options. The Fund performed well in November, rising 2.47% (compared to a 1.79% gain for the S&P), and turned in another positive performance in December (up 1.93% vs. 1.41% for the S&P). The Market Opportunity Fund was firing on all cylinders during Q4 2006. Believing that the market would consolidate some gains before moving ahead, we lowered both the Fund’s net long exposure and total invested position towards year-end.

The Fund rang in the New Year 87.1% invested and 28.7% net long. Food companies represented the largest long industry concentration (4.7%), and mortgage insurance companies topped the short exposure (-3.9%), followed by mortgage and related financial service companies (-3.6%). For several years we’ve maintained a negative outlook on the finance sector that caters to subprime borrowers – those individuals and companies whose risk profiles indicate a higher-than-average likelihood of running into difficulty paying back borrowed monies. Our primary focus has been on subprime mortgage lenders who aggressively push adjustable rate mortgages and other hybrid mortgage products to borrowers enticed by the low cost of entry. An artificially low interest rate environment held down for too long a time period (“thank” Alan Greenspan, the former Chairman of the Federal Reserve), coupled with teaser rate products, poor regulatory supervision and credit rating agencies incentivized to unrealistically give high quality ratings on these mortgages, created artificial demand in the housing sector that in turn wildly boosted housing prices. It became a self-fulfilling prophecy — as newly-minted homeowners saw their home values rise, others jumped into the pool. Increased home values translated into equity that fueled further leveraged consumption via mortgage equity withdrawal. It was all too good to be true.

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In January we added both short and put option exposure to the subprime sector. During the first quarter of 2007, the inherent flaws in the subprime business model came to light and the bubble popped. When the shoe dropped in February, subprime lenders started falling over like dominoes. Funding for the lenders began to dry up. Auditors and their subprime lender clients parted ways. Subprime became persona non grata. As the quarter progressed, we covered selected short positions, and added to others. We maintained positions where we saw further downside potential. We also shifted our short focus from the lenders (whose stocks had taken a beating) to the builders and construction material manufacturers. With the available lender population shrinking, and lending standards tightening, we figured the effect would be felt on the construction side.

The Fund dipped in January (down -1.02%), but came back strong in February (up 5.15% versus a loss of -2.06% for the S&P) and March (up 4.41% versus 1.26% for the S&P) thanks to the subprime debacle. During April, the subprime sector saw a bounce. Several companies, cash strapped and close to shutting their doors, received cash infusions from their investors, who were effectively doubling down on their bets. Other companies sold off their “good” loan portfolios to raise cash, keeping the poorer performing loans. For whatever reason, Wall Street saw promise in those moves, and bid share prices higher. A recent report (The Wall Street Journal, June 7, 2007) suggests there may have been another force at work – possible market manipulation. The report detailed accusations by a number of hedge funds against Bear Stearns Cos., a prominent Wall Street firm, for attempting to manipulate securities backed by subprime loans by purchasing shaky mortgages. Bear Stearns has two subprime hedge funds that suffered significant losses during the recent subprime meltdown, and at this point they are trying to bail one out and are in discussions about what to do with the other. During April the Fund lost -2.61%, while the S&P gained back 4.48%. The Market Opportunity Fund closed its fiscal year April 30, 2007 positioned 69.8% long-22.2% short, 3.4% in put options, 0.9% in call options and 3.7% in cash and cash equivalents for a total invested position of 96.3% and 47.6% net long (excluding options). The Fund’s industry concentrations are broken down on page 9 of this Annual Report.

Outlook

Since its February unraveling, the subprime sector has been subject to considerable volatility. Investing in the sector (particularly on the short side) isn’t for the faint of heart. Several analysts and industry pundits have stated that sector’s troubles can be traced to a few rogue companies – the bad apples in the bunch. Others, including Ed Hyman’s ISI Group, Inc., believe we’ve just seen the proverbial tip of the iceberg. We gravitate toward the latter camp, our thinking being that the challenges seen in the subprime sector will bleed over into other areas of the credit industry, and, we believe, the economy. We’ve already seen significant problems in the Alt-A (less-than-prime) mortgage categories. Banking regulators are now forcing many lenders to tighten the screws on mortgage availability to the subprime and Alt-A strata, and Congressional legislation is pending that will further limit credit to the marginal borrower. Among the “new” practices: adjustable rate borrowers would have to quality at the highest potential interest rate, incomes are being verified, and lenders have to “just say no” to no-documentation loans. Many major subprime lenders have said that 60% of the subprime loans they are making today won’t meet the strict lending guidelines proposed by bank regulators that are likely to take effect this summer. An industry contraction in the subprime sector combined with tightening lending standards would not bode well for homebuilders and home supply companies, putting them at risk. Consumer spending may also take a hit as consumers’ largest asset – their home – falls in value and is not as liquid (less mortgage equity to withdraw). At the same time, energy prices, in particular gasoline, are causing consumers to reallocate their resources, and think twice about discretionary expenditures. Adding insult to the already injured, a huge number of the subprime (and prime) adjustable rate mortgages taken out in recent years are due to reset soon, and interest rates have been rising in reaction to a re-acceleration in economic growth. As of the date of this letter, we’ve reduced exposure to the subprime sector (both shorts and put options), and we maintain a significant short exposure to homebuilders and building suppliers. We maintain long positions in companies with very exciting growth prospects that don’t necessarily fall into one category. The catalysts for the companies on the long side are many, including turnarounds and new products.

3

On behalf of all of us at Caldwell & Orkin, I thank you for your continued support.

Sincerely,

Michael B. Orkin, CFA
Portfolio Manager and Chief Investment Officer

The Fund’s investment objective is to provide long-term capital growth with a short-term focus on capital preservation. We use active asset allocation — the opportunistic shifting of assets between long stock positions, short stock positions (selling borrowed stock and attempting to replace the borrowed securities in the future at a lower price), options, bonds and cash equivalents — to manage exposure to market risk (the risk that the broad market declines, taking good companies down with it). Short positions and put options are employed with the intent of making money when those stocks we judge to be overvalued fall.

Importantly, one of the risks of a long / short (or hedged) investment approach is that the Fund may lose money in a rising stock market since short positions and put options generally decline in value as the market rises. A disciplined investment process emphasizing both fundamental research and technical analysis is used to manage stock risk (the risk that a stock underperforms due to company-specific reasons).

An investment in the Fund involves many other risks in addition to those mentioned above. For a complete discussion of these risks, as well as the expenses associated with investing in the Fund, please request a copy of the Fund’s Prospectus by calling (800) 237-7073. In summary, our goal is to make money over a full market cycle, but with less stomach churn.

The performance data quoted represents past performance. Past performance does not predict future performance, and does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. To obtain performance information current to the most recent month-end, please call (800) 237-7073. Fund holdings, industry and asset allocations are subject to change without notice. The Fund’s performance assumes the reinvestment of income, dividend and capital gain distributions, if any.

4

CALDWELL & ORKIN MARKET OPPORTUNITY FUND
STATISTICAL RISK PROFILE 8/31/1992 – 4/30/2007

Ten Worst S&P 500 with Income Days

Date	C&O MOF			S&P 500			Variance
10/27/97		-1.60	%		-6.89	%		5.29	%
08/31/98		0.42			-6.79			7.21
04/14/00		1.81			-5.82			7.63
09/17/01		1.16			-4.92			6.08
03/12/01		0.05			-4.31			4.36
09/03/02		0.79			-4.15			4.94
08/27/98		-0.19			-3.83			3.64
01/04/00		0.27			-3.83			4.10
07/19/02		-0.05			-3.83			3.78
08/04/98		0.10			-3.62			3.72

The Caldwell & Orkin Market Opportunity Fund outperformed the S&P 500 with Income on all ten of the ten worst days, and was positive on seven of the ten days.

Ten Worst S&P 500 with Income Weeks

Week Ending	C&O MOF			S&P 500			Variance
09/21/01		1.63	%		-11.57	%		13.20	%
04/14/00		4.51			-10.52			15.03
07/19/02		0.65			-7.96			8.61
07/12/02		1.01			-6.81			7.82
03/16/01		0.05			-6.69			6.74
10/15/99		2.86			-6.61			9.47
01/28/00		0.27			-5.61			5.88
09/04/98		0.33			-5.15			5.48
08/28/98		0.65			-4.98			5.63
09/20/02		1.89			-4.96			6.85

The Caldwell & Orkin Market Opportunity Fund outperformed the S&P 500 with Income in all ten of the ten worst weeks, and was positive all ten of those weeks.

Ten Worst S&P 500 with Income Months

Month	C&O MOF			S&P 500			Variance
August 1998		3.12	%		-14.46	%		17.58	%
September 2002		2.10			-10.86			12.96
February 2001		4.78			-9.13			13.91
September 2001		3.29			-8.06			11.35
November 2000		6.92			-7.91			14.83
July 2002		1.23			-7.76			8.99
June 2002		0.53			-7.12			7.65
March 2001		0.40			-6.31			6.71
August 2001		0.86			-6.30			7.16
April 2002		2.21			-6.03			8.24

Statistical Risk Measurements

	C&O MOF			S&P 500
Correlation Coefficient (R-Squared)		2.82	%		100.0	%
Beta		-0.08			1.00
Standard Deviation		0.50			1.01
Sharpe Ratio		0.79			0.50
Semi-Variance (downside volatility)		0.12			0.48

Performance During the Last Three Market Downturns of 10% or More

	C&O MOF			S&P 500
November 27, 2002 through March 11, 2003		2.19	%		-14.28	%
August 22, 2002 through October 9, 2002		3.94	%		-19.12	%
January 4, 2002 through July 23, 2002		2.93	%		-31.42	%

Short selling began May 2, 1994. Past performance is no guarantee of future results.
Computations by Ned Davis Research, Inc.

5

Caldwell & Orkin Market Opportunity Fund
Total Return Performance Summary Through April 30, 2007

			C&O Market			S&P 500
Fiscal			Opportunity			with Income
Year Ended			Fund			Index2
	1991			1.25	%		0.57	%
	1992			11.96	%		14.07	%
	1993	*		15.09	%		9.23	%
	1993	**		21.09	%		9.28	%
	1994			16.48	%		5.30	%
	1995			-2.28	%		17.40	%
	1996			31.80	%		30.18	%
	1997			23.24	%		25.11	%
	1998			25.77	%		41.02	%
	1999			19.43	%		21.80	%
	2000			-0.02	%		10.09	%
	2001			11.43	%		-12.97	%
	2002			1.88	%		-12.65	%
	2003			1.12	%		-13.35	%
	2004			-3.55	%		22.87	%
	2005			-0.17	%		6.34	%
	2006			-2.74	%		15.42	%
	2007			15.31	%		15.27	%
Six months ended 4/30/2007				10.54	%		8.62	%
Twelve months ended 4/30/2007				15.31	%		15.27	%
Since 8/24/92		3		316.78	%		376.41	%

Average Annual Returns Through April 30, 2007 ¹

One Year		15.31	%	15.27	%
Three Years		3.84	%	12.26	%
Five Years		1.77	%	8.54	%
Ten Years		6.41	%	8.03	%
Since 8/24/92	3	10.20	%	11.21	%

Net Asset Allocation

October 31, 2006	April 30, 2007

Common Stock Sold Short represents the market value, excluding margin requirements.

1	Performance figures represent past performance and do not indicate future results. The returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. See additional performance disclosure on page 3.
2	The S&P 500 with Income index (“S&P 500”) is a widely recognized unmanaged index of U.S. Stocks. The S&P 500 figures do not reflect any fees or expenses, nor do they reflect the use of short positions. There is no unmanaged index currently available which reflects the use of both long and short positions. We cannot predict the Fund’s future performance, but we expect that our investment strategy, which includes the use of short sales, will cause the Fund’s performance to fluctutate independently from the S&P 500. While the portfolio is hedged, our strategy may prevent the Fund from participating in market advances, yet it may offer the Fund downside protection during market declines.
3	Effective August 24, 1992, the Caldwell & Orkin Market Opportunity Fund changed its investment objective to provide long-term capital growth with a short-term focus on capital preservation through investment selection and asset allocation. Prior to that time, the Fund was passively managed and indexed to the largest 100 over-the-counter (OTC) stocks.
*	For the full fiscal year ending April 30, 1993.
**	From August 24, 1992 through April 30, 1993 — the portion of the year using the Caldwell & Orkin’s active style of investment management.

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Caldwell & Orkin Market Opportunity Fund Versus S&P 500 with Income Index
Since Commencement of Active Style of Investment Management
Results of a Hypothetical $10,000 Investment August 24, 1992 through April 30, 2007

     Past performance does not predict future performance. The returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. See additional disclosure on page 4

Chart courtesy of Ned Davis Research, Inc.

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CALDWELL & ORKIN MARKET OPPORTUNITY FUND

DISCLOSURE OF FUND EXPENSES (UNAUDITED)

We believe it is important for you to understand the impact of fees and expenses on your investment in the Caldwell & Orkin Market Opportunity Fund. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and brokerage commissions (if applicable); and (2) ongoing costs, including management fees, dividend expenses on securities sold short, and other Fund expenses (“operating expenses”). All mutual funds have operating expenses. Operating expenses are deducted from a fund’s gross income, and directly reduce the investment return of the Fund. A fund’s operating expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The below example is based on an investment of $1,000.00 invested at the beginning of the period and held for the entire period indicated, November 1, 2006 through April 30, 2007. The table below illustrates the Fund’s expenses in two ways:

Based on Actual Fund Returns

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Based on a Hypothetical 5% Return for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or brokerage commissions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

					Annualized			Expenses Paid
	Beginning Account		Ending Account		Expense			During Period *
	Value 11/1/2006		Value 4/30/2007		Ratio			11/1/2006-4/30/2007
Actual Fund Return	$	1,000.00	$	1,105.40		1.68	%	$	8.77
Hypothetical 5% Annual Return before expenses	$	1,000.00	$	1,016.91		1.68	%	$	8.40

* Expenses are equal to the Fund’s annualized expense ratio of 1.68%, multiplied by the average account value over the period, multiplied by 181, and divided by 365 (to reflect the one-half year period).

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CALDWELL & ORKIN MARKET OPPORTUNITY FUND
PORTFOLIO HOLDINGS SECTOR DIVERSIFICATION — April 30, 2007 (unaudited)

The following table presents the Caldwell & Orkin Market Opportunity Fund’s 4/30/2007 portfolio holdings by sector based on total net assets, sorted by net exposure (net long to net short).

	Long			Short			Total (a)			Net (b)
Cosmetics / Personal Care		4.77	%					4.77	%		4.77	%
Food — Miscellaneous Preparation		4.13	%					4.13	%		4.13	%
Utility — Electric Power		2.87	%					2.87	%		2.87	%
Apparel — Clothing Manufacturing		2.27	%					2.27	%		2.27	%
Electronics — Semiconductor Manufacturing		2.27	%					2.27	%		2.27	%
Medical — Drug / Diversified		2.27	%					2.27	%		2.27	%
Oil & Gas — Drilling		2.17	%					2.17	%		2.17	%
Computer — Networking		2.08	%					2.08	%		2.08	%
Electronics — Miscellaneous Products		2.08	%					2.08	%		2.08	%
Computer Software — Desktop		2.00	%					2.00	%		2.00	%
Media — Cable / Satellite TV		1.96	%					1.96	%		1.96	%
Media — Diversified		1.94	%					1.94	%		1.94	%
Leisure — Hotels & Motels		1.91	%					1.91	%		1.91	%
Soap & Cleaning Preparations		1.91	%					1.91	%		1.91	%
Tobacco		1.73	%					1.73	%		1.73	%
Beverages — Soft Drinks		1.61	%					1.61	%		1.61	%
Retail — Department Stores		1.52	%					1.52	%		1.52	%
Diversified Operations		1.50	%					1.50	%		1.50	%
Medical — Ethical Drugs		1.42	%					1.42	%		1.42	%
Telecom — Wireless Services		1.35	%					1.35	%		1.35	%
Energy — Other		1.32	%					1.32	%		1.32	%
Electrical — Equipment		1.25	%					1.25	%		1.25	%
Pollution Control — Services		1.19	%					1.19	%		1.19	%
Internet — Network Solutions		1.13	%					1.13	%		1.13	%
Internet — Software		1.11	%					1.11	%		1.11	%
Machinery — Construction / Mining		1.10	%					1.10	%		1.10	%
Telecom — Services		1.10	%					1.10	%		1.10	%
Metal Ores — Gold / Silver		1.08	%					1.08	%		1.08	%
Oil & Gas — Refining / Marketing		1.08	%					1.08	%		1.08	%
Aerospace / Defense		1.07	%					1.07	%		1.07	%
Aerospace / Defense Equipment		1.07	%					1.07	%		1.07	%
Household — Housewares		1.05	%					1.05	%		1.05	%
Commercial Services — Advertising		1.00	%					1.00	%		1.00	%
Medical — Biomed / Biotech		1.00	%					1.00	%		1.00	%
Singapore Stocks		1.00	%					1.00	%		1.00	%
Retail / Wholesale — Building Products		0.97	%					0.97	%		0.97	%
Retail — Leisure Products		0.93	%					0.93	%		0.93	%
Electronics — Parts Distributors		0.89	%					0.89	%		0.89	%
Computer Software — Educational / Entertainment		0.87	%					0.87	%		0.87	%
Commercial Services — Market Research		1.54	%		-1.11	%		2.65	%		0.43	%
Retail — Consumer Electronics		0.32	%					0.32	%		0.32	%
Medical / Dental — Services		1.11	%		-0.92	%		2.03	%		0.19	%
Banks — Northeast					-0.64	%		0.64	%		-0.64	%
Finance — REIT					-0.70	%		0.70	%		-0.70	%
Building — Construction Products / Miscellaneous		0.60	%		-1.52	%		2.12	%		-0.92	%
Leisure — Gaming / Equipment					-0.98	%		0.98	%		-0.98	%
Banks — Super Regional					-1.03	%		1.03	%		-1.03	%
Leisure — Products					-1.10	%		1.10	%		-1.10	%
Finance — Savings & Loan					-1.42	%		1.42	%		-1.42	%
Finance — Investment Management					-1.82	%		1.82	%		-1.82	%
Retail — Restaurants		1.01	%		-2.88	%		3.89	%		-1.87	%
Building — Residential / Commercial		0.41	%		-2.57	%		2.98	%		-2.16	%
Retail — Clothing / Shoe					-2.32	%		2.32	%		-2.32	%
Finance — Mortgage & Related Services		0.80	%		-3.18	%		3.98	%		-2.38	%
Subtotal Equities (long & short positions)		69.76	%		-22.19	%		91.95	%		47.57	%
Call Options		0.91	%					0.91	%
Put Options		3.39	%					3.39	%
Other Assets Less Liabilities		3.75	%					3.75	%
Total Portfolio Holdings		77.81	%		-22.19	%		100.00	%

(a)	Total exposure is Long exposure plus the absolute value of the Short exposure.
(b)	Net exposure is Long exposure less Short exposure.

9

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS

					Market
April 30, 2007			Shares		Value
COMMON STOCKS (LONG POSITIONS)	69.76	%
Aerospace / Defense	1.07	%
Boeing Co				15,500	$	1,441,500
Aerospace / Defense Equipment	1.07	%
Precision Castparts Corp				13,900		1,447,129
Apparel — Clothing Manufacturing	2.27	%
Coach Inc *				31,900		1,557,677
Hanesbrands Inc *				57,100		1,518,289
						3,075,966
Beverages — Soft Drinks	1.61	%
Coca Cola Co				41,700		2,176,323
Building — Construction Products / Misc	0.60	%
Interface Inc Cl A				48,500		817,225
Building — Residential / Commercial	0.41	%
Homex Development Corp *				9,600		557,184
Commercial Services — Advertising	1.00	%
Lamar Advertising Co				22,500		1,357,650
Commercial Services — Market Research	1.54	%
Arbitron Inc				42,300		2,084,544
Computer — Networking	2.08	%
Cisco Systems Inc *				53,500		1,430,590
Foundry Networks Inc *				91,400		1,381,968
						2,812,558
Computer Software — Desktop	2.00	%
Adobe Systems Inc *				65,200		2,709,712
Computer Software — Educational/Entertainment	0.87	%
DivX Inc *				58,400		1,177,344

The accompanying notes are an integral part of the financial statements.

10

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS — (Continued)

					Market
April 30, 2007			Shares		Value
Cosmetics / Personal Care	4.77	%
Colgate Palmolive Co				17,700	$	1,198,998
Kimberly-Clark Corp				37,500		2,668,875
Procter & Gamble				40,300		2,591,693
						6,459,566
Diversified Operations	1.50	%
Berkshire Hathaway Cl B *				560		2,031,680
Electronics — Miscellaneous Products	2.08	%
Corning Inc *				118,700		2,815,564
Electronics — Parts Distributors	0.89	%
Wesco International Inc *				19,100		1,206,547
Electronics — Semiconductor Manufacturing	2.27	%
Broadcom Corp Cl A *				11,000		358,050
PMC — Sierra Inc *				350,600		2,710,138
						3,068,188
Electrical — Equipment	1.25	%
ABB Ltd				84,900		1,694,604
Energy — Other	1.32	%
Covanta Holding Corp *				73,000		1,791,420
Finance — Mortgage & Related Services	0.80	%
Federal Home Loan Mortgage Corp				16,800		1,088,304
Food — Miscellaneous Preparation	4.13	%
Campbell Soup Co				54,300		2,123,130
Kraft Foods Inc Cl A				23,528		787,482
PepsiCo Inc				40,600		2,683,254
						5,593,866
Household — Housewares	1.05	%
Newell Rubbermaid Inc				46,500		1,426,155

The accompanying notes are an integral part of the financial statements.

11

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS — (Continued)

					Market
April 30, 2007			Shares		Value
Internet — Network Solutions	1.13	%
Akamai Technologies Inc *				34,700	$	1,529,576
Internet — Software	1.11	%
Omniture Inc *				80,000		1,507,200
Leisure — Hotels & Motels	1.91	%
Gaylord Entertainment Co *				47,200		2,586,560
Machinery — Construction / Mining	1.10	%
Joy Global Inc				29,300		1,483,459
Media — Cable / Satellite TV	1.96	%
Comcast Corp Cl A *				100,600		2,655,840
Media — Diversified	1.94	%
Walt Disney Company				75,000		2,623,500
Medical — Biomed / Biotech	1.00	%
PDL Biopharma Inc *				53,500		1,351,410
Medical — Drug / Diversified	2.27	%
Abbott Laboratories				35,000		1,981,700
Johnson & Johnson				17,000		1,091,740
						3,073,440
Medical — Ethical Drugs	1.42	%
Novartis Ag ADR				33,000		1,916,970
Medical / Dental — Services	1.11	%
Healthextras Inc *				48,500		1,501,075
Metal Ores — Gold / Silver	1.08	%
Yamana Gold Inc				104,500		1,459,865
Oil & Gas — Drilling	2.17	%
Transocean Inc *				34,000		2,930,800

The accompanying notes are an integral part of the financial statements.

12

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS — (Continued)

					Market
April 30, 2007			Shares		Value
Oil & Gas — Refining / Marketing	1.08	%
Frontier Oil Corp				41,500	$	1,466,195
Pollution Control — Services	1.19	%
Calgon Carbon Corp *				130,000		1,028,300
Republic Services Inc				20,650		576,755
						1,605,055
Retail — Consumer Electronics	0.32	%
Gamestop Corp Cl A *				12,900		427,893
Retail — Department Stores	1.52	%
Saks Inc				98,000		2,052,120
Retail — Leisure Products	0.93	%
Blockbuster Inc Cl A *				202,500		1,255,500
Retail — Restaurants	1.01	%
Starbucks Corp *				44,000		1,364,880
Retail / Wholesale — Building Products	0.97	%
Home Depot Inc				34,600		1,310,302
Singapore Stocks	1.00	%
iShares MSCI Singapore Index				106,700		1,348,688
Soap & Cleaning Preparations	1.91	%
Clorox Co				38,500		2,582,580
Telecom — Services	1.10	%
Level 3 Communications *				267,200		1,485,632
Telecom — Wireless Services	1.35	%
American Tower Corp Cl A *				48,200		1,831,600
Tobacco	1.73	%
Altria Group Inc				34,000		2,343,280

The accompanying notes are an integral part of the financial statements.

13

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS — (Continued)

					Market
April 30, 2007			Shares		Value
Utility — Electric Power	2.87	%
AES Corp *				33,600	$	738,864
Entergy Corp				14,100		1,595,274
FPL Group Inc				24,000		1,544,880
						3,879,018
Total Common Stocks (Held Long)	69.76	%			$	94,405,467
(Cost $90,628,969)
CALL OPTIONS	0.91	%
Electronics — Miscellaneous Products	0.33	%
Corning Inc, Call 11/17/07 - 25.00 *				2,266	$	441,870
Internet — Network Solutions	0.05	%
Akamai Technologies Inc, Call 6/16/07 - 50.00 *				906		72,480
Media — Cable / Satellite TV	0.23	%
Comcast Corp, Call 1/19/08 - 25.00 *				450		162,000
Comcast Corp, Call 10/20/07 - 25.00 *				500		150,000
						312,000
Media — Diversified	0.30	%
Walt Disney Company, Call 7/21/07 - 35.00 *				3,000		405,000
Total Call Options	0.91	%			$	1,231,350
(Cost $1,639,129)
PUT OPTIONS	3.39	%
Banks — Midwest	0.22	%
Corus Bankshares Inc, Put 9/22/07 - 20.00 *				678	$	298,320
Building — Residential / Commercial	0.15	%
Beazer Homes USA Inc, Put 11/17/07 - 30.00 *				830		199,200
Commercial Services — Market Research	0.13	%
Moodys Corporation, Put 11/14/07 - 65.00 *				450		184,500

The accompanying notes are an integral part of the financial statements.

14

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS — (Continued)

					Market
April 30, 2007			Shares		Value
Finance — Consumer / Commercial Loans	0.18	%
Compucredit Corp, Put 10/20/07 - 35.00 *				775	$	240,250
Finance — Mortgage & Related Services	1.04	%
Accredited Home Lenders, Put 9/22/07 - 12.50 *				600		186,000
Fremont General Corp, Put 6/16/07 - 15.00 *				1,049		755,280
Fremont General Corp, Put 9/22/07 - 10.00 *				1,605		465,450
						1,406,730
Finance — REIT	0.31	%
Novastar Financial Inc, Put 6/16/07 - 10.00 *				780		265,200
Novastar Financial Inc, Put 6/16/07 - 5.00 *				2,332		93,280
Thornburg Mortgage, Put 10/20/07 - 25.00 *				775		58,125
						416,605
Finance — Savings & Loan	0.33	%
Indymac Bancorp Inc, Put 10/20/07 - 30.00 *				1,073		450,660
Financial Services — Miscellaneous	0.51	%
First Marblehead, Put 9/22/07 - 45.00 *				725		688,750
Insurance — Property / Casualty / Title	0.17	%
MGIC Investment, Put 9/22/07 - 60.00 *				660		224,400
Retail — Restaurants	0.35	%
Buffalo Wild Wings Inc, Put 9/22/07 - 65.00 *				215		120,400
CBRL Group Inc, Put 9/22/07 - 45.00 *				1,503		353,205
						473,605
Total Put Options	3.39	%			$	4,583,020
(Cost $5,597,802)
Money Market Fund	25.01	%
JP Morgan U.S. Treasury Plus
Money Market Fund					$	33,854,496
Total Money Market Fund	25.01	%			$	33,854,496
Cost (33,854,496)

The accompanying notes are an integral part of the financial statements.

15

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS — (Continued)

						Market
April 30, 2007			Shares			Value
Total Investment in Securities	99.07	%				$	134,074,333
(Cost $131,720,396)
Other Assets Less Liabilities	0.93	%					1,262,618
Total Net Assets	100.00	%				$	135,336,951
* Non-income producing security
COMMON STOCKS (SHORT POSITIONS)	(22.19	)%
Banks — Northeast	(0.64	)%
Commerce Bancorp Inc				(26,000	)	$	(869,440	)
Banks — Super Regional	(1.03	)%
National City Corp				(38,300	)		(1,399,865	)
Building — Construction Products / Misc	(1.52	)%
Masco Corp				(25,100	)		(682,971	)
Mohawk Industries Inc *				(15,300	)		(1,379,448	)
							(2,062,419	)
Building — Residential / Commercial	(2.57	)%
Beazer Homes USA Inc				(22,200	)		(741,036	)
DR Horton Inc				(24,000	)		(532,320	)
KB Home				(12,600	)		(555,786	)
Lennar Corp Cl A				(12,800	)		(546,688	)
Ryland Group				(24,900	)		(1,103,070	)
							(3,478,900	)
Commercial Services — Market Research	(1.11	)%
Moodys Corporation				(22,800	)		(1,507,536	)
Finance — Investment Management	(1.82	)%
Allied Capital Corp				(84,900	)		(2,453,610	)

The accompanying notes are an integral part of the financial statements.

16

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

SCHEDULE OF INVESTMENTS — (Continued)

						Market
April 30, 2007			Shares			Value
Finance — Mortgage & Related Services	(3.18	)%
Fremont General Corp				(360,500	)	$	(2,721,775	)
Ocwen Financial Corp *				(110,300	)		(1,572,878	)
							(4,294,653	)
Finance — REIT	(0.70	)%
Impac Mortgage Holdings Inc				(170,500	)		(946,275	)
Finance — Savings & Loan	(1.42	)%
Indymac Bancorp Inc				(63,500	)		(1,920,240	)
Leisure — Gaming / Equipment	(0.98	)%
Boyd Gaming Corp				(29,200	)		(1,328,600	)
Leisure — Products	(1.10	)%
Harley Davidson Inc				(23,500	)		(1,488,020	)
Medical / Dental — Services	(0.92	)%
Healthways Inc *				(29,300	)		(1,242,906	)
Retail — Clothing / Shoe	(2.32	)%
Chicos FAS Inc *				(55,700	)		(1,468,252	)
Urban Outfitters Inc *				(65,000	)		(1,674,400	)
							(3,142,652	)
Retail — Restaurants	(2.88	)%
CBRL Group Inc				(59,400	)		(2,648,052	)
PF Changs China Bistro *				(32,700	)		(1,250,775	)
							(3,898,827	)
Total Securities Sold Short	(22.19	)%				$	(30,033,943	)
(Proceeds $31,706,799)

* Non-income producing security

The accompanying notes are an integral part of the financial statements.

17

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2007

ASSETS
Investments, at value (cost $131,720,396)	$	134,074,333
Deposits with brokers for securities sold short		34,339,160
Receivables:
Investment securities sold		2,289,454
Interest and dividends		208,585
Capital shares sold		34,976
Total Assets		170,946,508
LIABILITIES
Securities sold short, not yet purchased (proceeds $31,706,799)	$	30,033,943
Payables
Investment securities purchased		5,324,345
Capital shares redeemed		92,006
Investment advisory fee		99,247
Dividends expense payable		27,656
Accrued expenses and other		32,360
Total Liabilities		35,609,557
Total Net Assets	$	135,336,951
NET ASSETS
Undistributed net investment income	$	1,068,427
Accumulated net realized loss on investments		(12,484,661	)
Net unrealized appreciation of investments		4,026,793
Paid-in capital applicable to 7,244,173 shares outstanding; par value $0.10 per share; 30,000,000 shares authorized		142,726,392
	$	135,336,951
NET ASSET VALUE AND OFFERING / REDEMPTION PRICE PER SHARE	$	18.68
NET ASSET VALUE PER SHARE NET OF 2% REDEMPTION FEE *	$	18.31

* A redemption fee of 2% is assessed on the sale of shares held less than six months.

The accompanying notes are an integral part of the financial statements.

18

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

STATEMENT OF OPERATIONS

For the year ended April 30, 2007

INVESTMENT INCOME
Interest	$	5,252,389
Dividends		804,576
Total investment income		6,056,965
EXPENSES
Investment advisory fees (Note 2)		1,221,716
Dividend expense on securities sold short		515,639
Interest expense		121,073
Accounting fees		83,875
Professional fees		129,811
Directors’ fees and expenses		72,108
Insurance expense		55,755
Transfer agent fees		42,451
Custodian fees		19,132
Blue sky servicing fees		24,088
Shareholder report printing		22,096
Administrative fees		4,583
Chief compliance officer expense		18,000
Other		22,388
Total expenses		2,352,715
Net investment income		3,704,250
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on investments		4,870,089
Net realized gain on securities sold short		14,127,084
Change in unrealized appreciation on investments		(1,560,325	)
Change in unrealized appreciation / (depreciation) on securities sold short		(1,521,115	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		15,915,733
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	19,619,983

The accompanying notes are an integral part of the financial statements.

19

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended			Year Ended
	April 30, 2007			April 30, 2006
INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment income	$	3,704,250		$	2,740,788
Net realized gain/(loss) from investments		18,997,173			(4,106,795	)
Net change unrealized appreciation (depreciation) on investments		(3,081,440	)		(3,872,414	)
Net increase (decrease) in net assets resulting from operations		19,619,983			(5,238,421	)
Distributions to shareholders
Net investment income		(3,896,574	)		(1,956,082	)
Net distributions to shareholders		(3,896,574	)		(1,956,082	)
Capital share transactions
Net proceeds from sale of shares		18,620,980			37,506,251
Reinvested distributions		3,394,369			1,806,635
Cost of shares redeemed		(55,546,161	)		(86,294,150	)
Redemption fee proceeds		17,143			46,767
Net decrease in net assets resulting from capital share transactions		(33,513,669	)		(46,934,497	)
DECREASE IN NET ASSETS		(17,790,260	)		(54,129,000	)
Net Assets
Beginning of year		153,127,211			207,256,211
End of year (including undistributed net investment income of $1,068,427 and $963,561, respectively)	$	135,336,951		$	153,127,211

The accompanying notes are an integral part of the financial statements.

20

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

STATEMENT OF CASH FLOWS

For the year ended April 30, 2007

Increase (decrease) in cash -
Cash flows from operating activities:
Net increase in net assets from operations	$	19,619,983
Adjustments to reconcile net increase in net assets from operations to net cash provided in operating activities:
Purchase of investment securities		(445,829,539	)
Proceeds from disposition of investment securities		430,596,371
Sale of short term securities — net		38,700,241
Decrease in deposits with brokers for securities sold short		28,667,853
Decrease in interest and dividends receivable		153,918
Decrease in receivables for securities sold		13,233,475
Decrease in securities sold short		(19,089,766	)
Decrease in payable for securities purchased		(12,551,517	)
Increase in payable for dividend expense		16,341
Increase in accrued expenses		(8,094	)
Amortization of discount		(119,433	)
Unrealized appreciation on long investments		1,560,325
Unrealized appreciation on short investments		1,521,115
Net realized gains from long investments		(4,870,089	)
Net realized gains from short sales		(14,127,084	)
Net cash provided in operating activities		37,474,100
Cash flows from financing activities:
Proceeds from shares sold		18,603,634
Payment on shares redeemed		(55,575,529	)
Cash distributions paid		(502,205	)
Net cash used in financing activities		(37,474,100	)
Net increase / (decrease) in cash		—
Cash:
Beginning balance		—
Ending balance	$	—

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of reinvestment of dividends and distributions of $3,394,369.

The accompanying notes are an integral part of the financial statements.

21

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

FINANCIAL HIGHLIGHTS

For a capital share outstanding throughout each year

	Years Ended April 30,
	2007			2006			2005			2004			2003
Net asset value, beginning of year	$	16.69		$	17.35		$	17.38		$	18.02		$	18.61
Income (loss) from investment operations
Net investment income (loss)		0.53			0.28			0.01			(0.10	)		(0.01	)
Net realized and unrealized gain (loss) on investments		1.99			(0.76	)		(0.04	)		(0.54	)		0.24
Total from investment operations		2.52			(0.48	)		(0.03	)		(0.64	)		0.23
Less distributions
From net investment income		(0.53	)		(0.19	)		0.00			0.00			(0.04	)
From net realized gain on investments		0.00			0.00			0.00			0.00			(0.78	)
Total distributions		(0.53	)		(0.19	)		0.00			0.00			(0.82	)
Redemption fee proceeds		0.00	*		0.01			0.00	*		0.00	*		0.00	*
Net asset value, end of year	$	18.68		$	16.69		$	17.35		$	17.38		$	18.02
Total Return		15.31	%		-2.74	%		-0.17	%		-3.55	%		1.12	%
Ratios and Supplemental Data:
Net assets, end of year (in 000’s)	$	135,337		$	153,127		$	207,256		$	235,949		$	$297,893
Ratios to average net assets:
Management fees		0.87	%		0.86	%		0.83	%		0.81	%		0.80	%
Administrative expenses		0.35	%		0.22	%		0.21	%		0.16	%		0.12	%
Expenses before dividends on securities sold short		1.22	%		1.08	%		1.04	%		0.97	%		0.92	%
Interest expense		0.09	%		0.00	%		0.00	%		0.00	%		0.00	%
Expenses from dividends sold short		0.37	%		0.97	%		0.75	%		0.47	%		0.49	%
Total expenses		1.68	%		2.05	%		1.79	%		1.44	%		1.41	%
Net investment income (loss)		2.64	%		1.52	%		0.08	%		-0.48	%		-0.06	%
Portfolio turnover		529	%		459	%		414	%		611	%		915	%

* Amount is less than $0.01.

The accompanying notes are an integral part of the financial statements.

22

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

NOTES TO FINANCIAL STATEMENTS

April 30, 2007

The Caldwell & Orkin Market Opportunity Fund (the “Fund”) is the only active investment portfolio of The Caldwell & Orkin Funds, Inc. (“Caldwell & Orkin”), an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended, and incorporated under the laws of the State of Maryland on August 15, 1989. Prior to June, 1992, Caldwell & Orkin’s name was The OTC Select-100 Fund, Inc. and consisted of only one portfolio, The OTC Select-100 Fund. The shareholders of The OTC Select-100 Fund subsequently approved changing the corporate name from The OTC Select-100 Fund, Inc. to The Caldwell & Orkin Funds, Inc. and to amend the investment objective and policies of The OTC Select-100 Fund. As a result of such amendment, The OTC Select-100 Fund was renamed and its assets and objectives were those of the Caldwell & Orkin Aggressive Growth Fund. In August, 1996, the Board of Directors of Caldwell & Orkin approved changing the name of the Caldwell & Orkin Aggressive Growth Fund to the Caldwell & Orkin Market Opportunity Fund. The Fund’s objectives are to provide long-term capital growth with a short-term focus on capital preservation through investment selection and asset allocation. The Fund seeks to outperform the stock market over the long-term, as measured by indices such as the S&P 500 with Income.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Securities Valuation

Securities are stated at the closing price on the date at which the net asset value (“NAV”) is being determined. If the date of determination is not a trading date, the last bid price is used for a value instead. Short-term investments having a maturity of 60 days or less at the time of the purchase are stated at amortized cost, which approximates market value. Any assets or securities for which market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Fund’s Board of Directors in accordance with the Fund’s Fair Value Pricing Policy.

Share Valuation

The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the New York Stock Exchange is closed for trading. The offering and redemption price per share for the Fund is equal to the Fund’s NAV per share. The Fund charges a 2.00% redemption fee on shares held less than six months. These fees are deducted from the redemption proceeds otherwise payable to the shareholder. The Fund will retain the fee charged as paid-in capital and such fees become part of the Fund’s daily NAV calculation.

Securities Transactions And Related Investment Income

Securities transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date and interest income is recorded as earned. Realized gains and losses from investment transactions are determined using the specific identification method.

Cash

The Fund maintains cash available for the settlement of securities transactions and capital shares reacquired. Available cash is invested daily in money market instruments.

23

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

NOTES TO FINANCIAL STATEMENTS – (Continued)

April 30, 2007

Income Taxes

The Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all taxable income to their shareholders. Therefore, no federal income tax provision is required.

In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends, in each calendar year, at least 98% of its net investment income (earned during the calendar year) and at least 98% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.

Net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.

At April 30, 2007, the Caldwell & Orkin Market Opportunity Fund had a net capital loss carryforward of $11,741,066, of which $7,693,943 expires in 2011 and $4,047,123 expires 2014. This amount will be available to offset like amounts of any future taxable gains through the respective expiration periods.

For the year ended April 30, 2007, the Fund made a distribution of $0.53 per share from ordinary income. No distribution was made from capital gains.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification of Capital Accounts

Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended April 30, 2007, the Fund increased undistributed net investment income by $297,190, and decreased paid-in capital by $297,190 due to certain permanent book and tax differences.

2.

COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

The Fund has entered into a management agreement with C&O Funds Advisor, Inc. (the “Adviser”) pursuant to which the Adviser provides space, facilities, equipment and personnel necessary to perform administrative and investment management services for the Fund. The management agreement provides that the Adviser is responsible for the actual management of the Fund’s portfolio. For such services and expenses assumed by the Adviser, the Fund pays a monthly advisory fee at incremental annual rates as follows:

24

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

NOTES TO FINANCIAL STATEMENTS – (Continued)

April 30, 2007

Advisory Fee			Average Daily Net Assets
	.90	%	Up to $100 million
	.80	%	In excess of $100 million but not greater than $200 million
	.70	%	In excess of $200 million but not greater than $300 million
	.60	%	In excess of $300 million but not greater than $500 million
	.50	%	In excess of $500 million

	For the year ended April 30, 2007, the Fund incurred $1,221,716 in Advisory fees.
	The Adviser has agreed to reimburse the Fund to the extent necessary to prevent the Fund’s annual ordinary operating expenses (excluding taxes, dividend expense, brokerage commissions and extraordinary charges such as litigation costs) from exceeding 2.0% of the Fund’s average daily net assets. No such reimbursement was required for the year ended April 30, 2007.
	The Fund has entered into a distribution agreement with IFS Fund Distributors, Inc. (the “Distributor”) pursuant to which the Distributor provides broker/dealer services for the Fund. The Distributor is responsible for the sales and redemptions of the Fund’s shares. The Distributor does not charge the Fund for these services.
	C&O Funds Advisor, Inc. is a wholly-owned subsidiary of Caldwell & Orkin, Inc.
3.	INVESTMENT PORTFOLIO TRANSACTIONS

Investment Purchases and Sales

For the year ended April 30, 2007, purchases of investments and proceeds from sales of investments (excluding securities sold short and short-term investments) totaled $404,316,211, and $395,526,556 respectively.

Short Sales and Segregated Cash

Short sales are transactions in which the Fund sells a security it does not own, in anticipation of a decline in the market value of that security. To initiate such a transaction, the Fund must borrow the security to deliver to the buyer upon the short sale; the Fund is then obligated to replace the security borrowed by purchasing it in the open market at some later date, completing the transaction.

The Fund will incur a loss if the market price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund will realize a gain if the security declines in value between those dates.

All short sales must be fully collateralized. The Fund maintains the collateral in segregated accounts consisting of cash and/or U.S. Government securities sufficient to collateralize the market value of its short positions. Typically, the segregated cash with brokers and other financial institutions exceeds the minimum required. Deposits with brokers for securities sold short are invested in money market instruments.

25

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

NOTES TO FINANCIAL STATEMENTS — (Continued)

April 30, 2007

	The Fund may also sell short “against the box”, i.e., the Fund enters into a short sale as described above, while holding an offsetting long position in the same security which it sold short. If the Fund enters into a short sale against the box, it will segregate an equivalent amount of securities owned by the Fund as collateral while the short sale is outstanding.
	The Fund limits the value of its short positions (excluding short sales “against the box”) to 60% of the Fund’s total net assets. At April 30, 2007, the Fund had 22% of its total net assets in short positions.
	For the year ended April 30, 2007, the cost of investments purchased to cover short sales and the proceeds from investments sold short were $407,018,984 and $387,931,252, respectively.
4.	DISTRIBUTIONS TO SHAREHOLDERS
	On December 21, 2006, a distribution of $0.53 per share was declared. The dividend was paid on December 22, 2006, to shareholders of record on December 21, 2006.
	The tax character of distributions paid for the years ending April 30, 2007 and 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	3,896,574	$	1,956,082

As of April 30, 2007, the components of distributable earnings on a tax basis were as follows:

Cost of investments (long positions)	$	132,153,293
Cost of investments (short positions)		(31,396,101	)
Total cost of investments	$	100,757,192
Gross tax unrealized appreciation	$	7,979,413
Gross tax unrealized depreciation		(4,696,215	)
Net tax unrealized appreciation		3,283,198
Undistributed ordinary income		1,068,427
Total distributable earnings		1,068,427
Capital loss carryforward		(11,741,066	)
Total accumulated earnings/(losses)	$	(7,389,441	)

Net investment income/(loss) and net realized gains/(losses) differ for financial statement and tax purposes due to differing treatments of wash sale losses deferred.

26

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

NOTES TO FINANCIAL STATEMENTS — (Continued)

April 30, 2007

5.	CAPITAL SHARE TRANSACTIONS
	Capital share transactions were as follows:

	Year ended			Year ended
	April 30, 2007			April 30, 2006
Shares sold		1,054,310			2,200,935
Shares reinvested		194,743			106,775
Shares reacquired		(3,181,111	)		(5,073,852	)
Net increase (decrease) in shares outstanding		(1,932,058	)		(2,766,142	)

6.	RELATED PARTY TRANSACTIONS
	As of April 30, 2007, Caldwell & Orkin, Inc. and Michael B. Orkin had ownership of the Fund of 0.50 % and 3.79%, respectively.
7.	RECENT ACCOUNTING PRONOUNCEMENTS
	On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 requires that a “more-likely-than-not” threshold be met before the benefit of a tax position may be recognized in the financial statements and prescribes how such benefit should be measured. Adoption of FIN 48 is required for fiscal years beginning after June 29, 2007 and is to be applied to all open tax years as of the effective date. At this time, Management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.
	In September 2006, FASB issued FASB Statement No. 157, “Fair Value Measurement” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Management believes the adoption of SFAS 157 will not have a material impact on the Fund’s financial position or results of operations.

27

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors
The Caldwell & Orkin Funds, Inc.

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Caldwell & Orkin Market Opportunity Fund, a series of The Caldwell & Orkin Funds, Inc., as of April 30, 2007, and the related statements of operations and cash flows for the year then ended, the statement of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Caldwell & Orkin Market Opportunity Fund as of April 30, 2007, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
June 25, 2007

28

CALDWELL & ORKIN MARKET OPPORTUNITY FUND ADDITIONAL INFORMATION (unaudited)

Information about the Board of Directors and officers* of the Caldwell & Orkin Market Opportunity Fund as of April 30, 2007 is set forth below. The Statement of Additional Information (SAI) includes additional information about the Fund’s Directors and officers and is available free of charge, upon request, by calling (800) 237-7073. The address for each of the persons named below is 6200 The Corners Parkway, Suite 150, Norcross, GA 30092.

			Number of
	Term of		Funds in
	Office and		Fund	Other
Name, (Age) and	Length of		Complex	Directorships
Position(s)	Time	Principal Occupation(s) During	Overseen by	Held by
Held with Fund	Served (1)	Past Five Years	Director	Director
DISINTERESTED DIRECTORS
Frederick T. Blumer (48) Chairman	Since 1990	Mr. Blumer is the CEO of X-spand International, Inc., and was formerly the President of IN ZONE Brands International, Inc.	One	None
David L. Eager (64) Director	Since 1992	Mr. Eager is a Partner at Eager, Davis & Holmes LLC, and was formerly Director for Product Development for Driehaus Capital Management and a Global Partner with William M. Mercer, Inc.	One	Veracity Mutual Fund
James L. Underwood (56)	Since 2006	Mr. Underwood is the President of Tarpley & Underwood, P.C. and Tarpley & Underwood Financial Advisors LLC.	One	None
INTERESTED DIRECTOR
Michael B. Orkin (47) (2) Director, President, Portfolio Manager	Since 1990	Mr. Orkin is the CEO and sole shareholder of Caldwell & Orkin, Inc., of which the Adviser is a wholly- owned subsidiary. Mr. Orkin has been a portfolio manager at Caldwell & Orkin, Inc. since 1985, and is a Chartered Financial Analyst.	One	None
OFFICERS WHO ARE NOT DIRECTORS
David R. Bockel (30) Secretary & Ass’t Treasurer	Since 2006	Mr. Bockel is an Analyst and Trader for Caldwell & Orkin, Inc.	N/A	None
William C. Horne (49) Chief Compliance Officer & Treasurer	Since 2004 Since 2006	Mr. Horne is the Director of Client Services and Chief Compliance Officer of Caldwell & Orkin, Inc.	N/A	None

*	The term “officer” means the president, vice president, secretary, treasurer, controller or any other officer who performs policy-making decisions.
1	Each Director serves until his / her successor is duly elected and qualified, or until his / her death, resignation or removal.
2	Mr. Orkin is an interested person of the Fund by reason of his position with the Adviser.

29

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31

CALDWELL & ORKIN MARKET OPPORTUNITY FUND
Annual Report to Shareholders (unaudited)

BOARD OF DIRECTORS	CUSTODIAN
Frederick T. Blumer, Independent Chairman	JP Morgan Chase Bank, N.A.
Michael B. Orkin, President	1111 Polaris Parkway, Suite 2N
David L. Eager	Columbus, OH 43240
James L. Underwood
	INDEPENDENT REGISTERED
INVESTMENT ADVISER	PUBLIC ACCOUNTING FIRM
C&O Funds Advisor, Inc.	Tait, Weller & Baker LLP
6200 The Corners Parkway, Suite 150	1818 Market Street, Suite 2400
Norcross, GA 30092	Philadelphia, PA 19103-3638
DISTRIBUTOR	LEGAL COUNSEL
IFS Fund Distributors, Inc.	Paul, Hastings, Janofsky & Walker LLP
303 Broadway, Suite 1100	600 Peachtree Street, N.E.
Cincinnati, OH 45202	Suite 2400
	Atlanta, GA 30308
TRANSFER, REDEMPTION &
DIVIDEND DISBURSING AGENT	INDEPENDENT DIRECTORS’ COUNSEL
Integrated Investment Services, Inc.	Arnall Golden Gregory LLP
303 Broadway, Suite 1100	171 17th Street, NW
Cincinnati, OH 45202	Suite 2100
	Atlanta, GA 30363

The Caldwell & Orkin Market Opportunity Fund’s (the “Fund”) portfolio may or may not have positions in any of the companies referenced in this Report to Shareholders as of any date after April 30, 2007. The commentary reflects the views of the portfolio manager (or Adviser) through the end of the period or through the date of this report, as the case may be. Of course, these views are subject to change as market and other conditions warrant. These financial statements are submitted for the general information of the Fund’s shareholders. They are not authorized for distribution to prospective investors unless preceded or accompanied by an effective Fund Prospectus.

Availability of Proxy Voting Policy & Procedures, Proxy Voting Record and Code of Ethics — A description of a) the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities, b) how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, and c) the Code of Ethics applicable to the principal officers of the Fund are available without charge, upon request, by calling toll-free (800) 237-7073, or on the Securities and Exchange Commission’s (the “Commission’s”) website at http://www.sec.gov.

Availability of Quarterly Portfolio Schedule — The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Fund Information — For information about the Fund please call (800) 237-7073 or visit the Fund’s website at www.caldwellorkin.com. For information about a specific Fund account, please call Shareholder Services at (800) 467-7903.

Fund Listings — The Fund is listed in many newspapers as C&OMktOpp or CaldOrkMO. The Fund’s Quotation symbol is COAGX. The Fund’s CUSIP number is 128819307.

Caldwell & Orkin Market Opportunity Fund
6200 The Corners Parkway, Suite 150
Norcross, GA 30092
E-mail: COFunds@CaldwellOrkin.com

Item 2. Code of Ethics.

(a) As of the end of the period covered by this report, the registrant has adopted a Supplemental Code of Ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party (the “Supplemental Code of Ethics”).

(b) There have been no amendments, during the period covered by this report, to any provisions of the Supplemental Code of Ethics.

(c) The registrant has not granted any waivers during the period covered by this report from any provisions of the Supplemental Code of Ethics.

(d) Not Applicable.

(e) Not Applicable.

(f) A copy of the registrant’s Supplemental Code of Ethics is filed as an exhibit hereto pursuant to Item 11(a). The registrant undertakes to provide a copy of the Supplemental Code of Ethics to any person, without charge upon written request to the registrant at its address at 6200 The Corners Parkway, Suite 150, Norcross, Georgia 30092.

Item 3. Audit Committee Financial Expert.

(a)(1) The registrant does not have an audit committee financial expert serving on its audit committee.

(a)(2) Not applicable.

(a)(3) At this time, the registrant believes that the experience provided by each member of the audit committee together offer the registrant adequate oversight for the registrant’s level of financial complexity.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees: The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $21,300 for the fiscal year ended April 30, 2006 and $22,500 for the fiscal year ended April 30, 2007.

(b) Audit-Related Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 in the fiscal year ended April 30, 2006 and $0 in the fiscal year ended April 30, 2007.

(c) Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $2,500 in the fiscal year ended April 30, 2006 and $2,500 in the fiscal year ended April 30, 2007.

(d) All Other Fees: The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were $1,000 in the fiscal year ended April 30, 2006, and $1,000 in the fiscal year ended April 30, 2007, for cursory reviews of the October 31, 2005 and October 31, 2006 semi-annual reports.

(e) Audit Committee Pre-Approval Processes: The registrant’s Audit Committee pre-approves any audit or non-audit services provided by the independent auditors to the registrant, and pre-approves, if applicable, any non-audit services provided by the independent auditors to the registrant’s investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant if the engagement relates directly to the operations and financial reporting of the registrant.

The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X is 100%.

(f) Not applicable

(g) $1,000 in non-audit fees were billed to the registrant during the year ended April 30, 2006, and $1,000 in non-audit fees were billed to the registrant during the year ended April 30, 2007 for cursory reviews of the October 31, 2005 and October 31, 2006 semi-annual reports.

(h) No such services were rendered during the fiscal year ended April 30, 2006 and the fiscal year ended April 30, 2007.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments

A copy of the schedule of investments of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls And Procedures.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures are effective based on their evaluation of these disclosure controls and procedures as of a date within 90 days of the filing of this report.

(b) There were no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) The code of ethics that is the subject of disclosure required by Item 2 is attached hereto as 99.CODE.

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as 99.302CERT.

(a)(3) Not applicable.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE CALDWELL & ORKIN FUNDS, INC.
By:	/s/ Michael B. Orkin
	Michael B. Orkin, President

Date: July 3, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Michael B. Orkin
	Michael B. Orkin, President

Date: July 3, 2007

By:	/s/ William C. Horne
	William C. Horne, Treasurer

Date: July 3, 2007

EX-99.(A)(1)

EX-99.CODE

THE CALDWELL & ORKIN FUNDS, INC.

SUPPLEMENTAL CODE OF ETHICS FOR PRINCIPAL
EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS

A.	Covered Officers/Purpose of the Supplemental Code
	The Supplemental Code of Ethics (the “Supplemental Code”) for The Caldwell & Orkin Funds, Inc. (the “Company”) applies to the Company’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer(s) (the “Covered Officers” each of whom are set forth in Exhibit A) for the purpose of promoting:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;

• compliance with applicable laws and governmental rules and regulations;

• the prompt internal reporting of violations of the Supplemental Code to an appropriate person or persons identified in the Supplemental Code; and

• accountability for adherence to the Supplemental Code.

B.	Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest
	Overview. A “conflict of interest” occurs when a Covered Officer’s private interest in any material respect interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company.
	Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property, other than shares of beneficial interest of the Company) with the Company because of their status as “affiliated persons” of the Company. The Company’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Supplemental Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Supplemental Code.
	Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser/administrator of which the Covered Officers are also officers or employees. As a result, this Supplemental Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the adviser/administrator, or for both), be involved in establishing policies and implementing decisions that may have different effects on the adviser/administrator and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser/administrator and is consistent with the

performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Company’s Board of Directors (“Board”) that the Covered Officers may also be officers or employees of one or more investment companies covered by other Supplemental Codes.

Other conflicts of interest are covered by the Supplemental Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Supplemental Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

Each Covered Officer must:

• not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company;

• not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer to the detriment of the Company;

• not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions;

• report at least annually any affiliations or other relationships related to conflicts of interest that the Company’s Directors and Officers Questionnaire covers.

There are some conflict of interest situations that should always be discussed with the Audit Committee of the Company if such situations might have a material adverse effect on the Company. Examples of these include:

• service as a director on the board of any public company;

• the receipt of non-nominal gifts;

• the receipt of entertainment from any company with which the Company has current or prospective business dealings, including investments in such companies, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any questions of impropriety;

• any ownership interest in, or any consulting or employment relationship with, any of the Company’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;

• a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions, including but not limited to certain soft dollar arrangements, or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

C. Disclosure and Compliance

• each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Company;

• each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s directors and auditors, and to governmental regulators and self-regulatory organizations;

• each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Company and the adviser/administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the SEC and in other public communications made by the Company; and

• it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

D.	Reporting and Accountability
	Each Covered Officer must:

• upon adoption of the Supplemental Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board on form of Supplemental Code of Ethics Certification (attached as Appendix F) that he has received, read, and understands the Supplemental Code;

• annually thereafter affirm to the Board in writing on form of Supplemental Code of Ethics Certification that he has complied with the requirements of the Supplemental Code;

• not retaliate against any other Covered Officer or any employee of the Company or their affiliated persons for reports of potential violations that are made in good faith; and

• notify the Audit Committee for the Company promptly if he knows of any material violation of this Supplemental Code.

The Audit Committee is responsible for applying this Supplemental Code to specific situations in which questions are presented under it and has the authority to interpret this Supplemental Code in any particular situation. However, any approvals or waivers sought by a Covered Officer will be considered by the Audit Committee.

The Company will follow these procedures in investigating and enforcing this Supplemental Code:

• the Chief Compliance Officer of the investment adviser to the Company, C&O Funds Adviser, Inc. (or such other Company officer or other investigator as the Audit Committee may from time to time designate) (the “Investigator”), shall take appropriate action to investigate any potential violations reported to him;

• if, after such investigation, the Investigator believes that no violation has occurred, the Investigator is not required to take any further action;

• any matter that the Investigator believes is a violation will be reported to the Audit Committee;

• if the Audit Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser/administrator or its board; or a recommendation to dismiss the Covered Officer;

• the Board will be responsible for granting waivers, as appropriate; and

• any changes to or waivers of this Supplemental Code will, to the extent required, be disclosed as provided by SEC rules.

Any potential violation of this Supplemental Code by the Investigator shall be reported to the Audit Committee and the Audit Committee shall appoint an alternative Company officer or other investigator to investigate the matter.

E.	Other Policies and Procedures
	This Supplemental Code shall be the sole Supplemental Code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Company, the Company’s adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Supplemental Code, they are superseded by this Supplemental Code to the extent that they overlap or conflict with the provisions of this Supplemental Code. The Company’s and its investment adviser’s and principal underwriter’s Supplemental Codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Supplemental Code.
F.	Amendments
	Any amendments to this Supplemental Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors.
G.	Confidentiality
	All reports and records prepared or maintained pursuant to this Supplemental Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or regulation or this Supplemental Code, such matters shall not be disclosed to anyone other than the Board and the Audit Committee.
H.	Internal Use
	The Supplemental Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion.

EXHIBIT A

Persons Covered by this Supplemental Code of Ethics

Michael B. Orkin
William C. Horne

EX-99.(A)(2)

EX-99.302CERT

CERTIFICATIONS

I, Michael B. Orkin, certify that:

1. I have reviewed this report on Form N-CSR of The Caldwell & Orkin Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 3, 2007	Signature:	/s/ Michael B. Orkin
		Michael B. Orkin, President

EX-99.302CERT

CERTIFICATIONS

I, William C. Horne, certify that:

1. I have reviewed this report on Form N-CSR of The Caldwell & Orkin Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 3, 2007	Signature:	/s/ William C. Horne
		William C. Horne, Treasurer

EX-99.(B)(1)

EX-99.906CERT

SECTION 906 CERTIFICATION

     In connection with this report on Form N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

By:	/s/ Michael B. Orkin
	Michael B. Orkin
	President
Date: July 3, 2007
By:	/s/ William C. Horne
	William C. Horne
	Treasurer
Date: July 3, 2007

[A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request. This certification is being furnished to the Commission pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.]