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)

5185 Peachtree Parkway, Suite 370

Norcross, GA  30092-6541

(Address of principal executive offices) (Zip code)

Michael B. Orkin

5185 Peachtree Parkway, Suite 370

Norcross, GA  30092-6541

(Name and Address of Agent for Service)

678-533-7850

Registrant’s Telephone Number, including Area Code

Date of fiscal year end:  April 30

Date of reporting period:  May 1, 2015 – April 30, 2016

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. ss. 3507.

Item 1. Reports to Stockholders.

	Caldwell & Orkin
Table of Contents	Market Opportunity Fund

April 30, 2016

Shareholder Letter	2
Performance Summary	7
Statistical Risk Profile	9
Growth of $10,000 | Equity Investment Position Chart	11
Disclosure of Fund Expenses	12
Sector Diversification	14
Schedule of Investments	16
Statement of Assets & Liabilities	23
Statement of Operations	24
Statements of Changes in Net Assets	25
Financial Highlights	26
Notes to Financial Statements	28
Report of Independent Registered Public Accounting Firm	38
Additional Information	39

Caldwell & Orkin
Market Opportunity Fund	Shareholder Letter

April 30, 2016 (Unaudited)

Investment Adviser C&O Funds Advisor, Inc. 5185 Peachtree Parkway, Suite 370 Norcross, Georgia 30092-6541 (800) 237-7073   Shareholder Accounts c/o ALPS Fund Services, Inc. P.O. Box 46256 Denver, Colorado 80201 (800) 467-7903

Dear Fellow Shareholder:

The Caldwell & Orkin Market Opportunity Fund’s (the “Fund”) investment objective is to provide long-term capital growth with a short-term focus on capital preservation. In other words, we manage for risk as well as return. Our investment process includes both macro (top-down) analysis and stock selection (bottom-up). Our macro analysis informs our net equity exposure while our stock selection helps us determine what stocks will help us reach this exposure. The Fund is actively managed, with the goal of outperforming the market over a full-market cycle (inclusive of both a bull cycle and a bear cycle) with less risk.

Management Discussion and Analysis

During the fiscal year-ended April 30, 2016 the equity markets went on a roller coaster ride.  From July 20^th – August 25^th the S&P Total Return Index fell -12%, recovered those losses by October, fell-14% from November 3^rd – January 20^th and recovered those losses again to end the fiscal year up 1%.  During these significant setbacks the Fund was up 1% and flat, respectively.

The Fund’s gross long exposure at period end was 43.55%, and it fluctuated throughout the year from a low of 34.53% to a high of 62.39%.  During this time period the longs underperformed the S&P 500, returning -4.01%.  The Fund’s gross short exposure ended the period at -14.01%, fluctuating throughout the year from a low of -12.02% to a high of -45.49%.  The shorts significantly outperformed the inverse of the S&P 500, returning 16.67%.  The Fund’s net invested position (longs minus shorts) ended the period at 29.54% net-long, fluctuating from -7.33% net-short to 38.61% net-long.  The Fund’s total invested position (longs plus absolute value of the shorts plus puts and calls) ended the period at 55.68%, fluctuating from 53.32% to 95.87%.

The Fund is actively managed.  The asset allocation fluctuations throughout the fiscal year were the result our macro factor analysis.  Specifically, as the markets sold off from July to August our net exposure fell from 30.23% net-long to 15.47% net-long primarily as a result of a reduction in our long exposure.  Our net exposure then rose slightly to 25.52% net-long as the market rebounded through early November.  During the November to January downturn our exposure fell significantly to 5.30% net-long, again as a result of a reduction in our long exposure.  By period-end the Fund was 27.64% net-long as a result of a significant reduction in our short exposure.

As of April 30, 2016 the longs were broadly diversified and positioned to benefit from global stimulus actions occurring within the backdrop of a slow-growing economy.  Retail was the largest long exposure at 5.47%.  Within this group we were both long specialty and discount retailers.  The Fund had a 4.04% exposure to diversified Industrial companies.  The Fund’s third-largest long exposure (at 3.83%) was to Technology companies with an emphasis on Internet, media and e-Commerce.

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Caldwell & Orkin
Market Opportunity Fund	Shareholder Letter

April 30, 2016 (Unaudited)

As mentioned, the allocation to the shorts was significantly reduced as the markets rallied from their beginning-of-the-year lows.  As of April 30, consumer finance companies made up the Fund’s largest short industry exposure at -2.17%.

During the year, eight of our ten biggest winners were shorts while only two were longs.  On the short side the winners include deep-water drilling companies Seadrill Ltd. (SDRL) and Transocean Ltd. (RIG), for-profit education companies Apollo Education Group, Inc. (APOL) and DeVry Education Group Inc. (DV), specialty retailer Conn’s, Inc. (CONN), real-estate e-commerce service provider Zillow Group, Inc. (ZG) and e-Commerce service provider Etsy, Inc. (ETSY) and investment management company Waddell & Reed Financial, Inc. (WDR). On the long side, an equity position and a call position in Internet media company Facebook Inc. (FB) were our top performers.

Three out of five of our biggest losers were shorts.  Among these shorts were specialty beverage company Keurig Green Mountain Inc. (GMCR), real estate e-commerce service provider Zillow Group, Inc. (Z) (note: during the period Zillow spilt into two share classes represented by tickers Z and ticker ZG) and specialty apparel company Michael Kors Holdings Limited (KORS).  Footwear designer Skechers U.S.A., Inc. (SKX) and pipeline transportation and energy storage company Kinder Morgan Inc. (KMI) were the two longs in the bottom five biggest losers.

Outlook

Entering this fiscal year, global economic liquidity has turned positive despite the Federal Reserve being in a rate-tightening cycle.  The economy continues to grow at a slow pace while wage and consumer goods inflation are accelerating.  Taken together, the outlook for economic liquidity could again turn less bullish.  Like last year, we see the potential for a volatile equity market backdrop, in which we could continue to find attractive opportunities for the Fund’s long and short positions.

Markets move in cycles.  Our goal in managing the Fund is to outperform over the course of a full market cycle, which includes both bull and bear market phases.  Ned Davis Research, Inc. (“NDR”) has computed the bull and bear market cycles for the S&P 500 (“S&P”).  Most of their definition focuses on a 20% market move in either direction.  Over time, the Fund has underperformed during the bull phase of the full market cycle while outperforming in the bear phase.  Meanwhile, the Fund’s drawdowns have been uncorrelated to and significantly less than the market’s drawdowns.  The Fund’s total returns also have little correlation to market returns.

Bull Market Phase
Start Date	MOF	S&P
8/24/1992*	212.19%	230.03%
8/31/1998	6.02%	62.88%
9/21/2001	-5.75%	22.00%
10/9/2002	16.21%	119.38%
3/9/2009	-2.47%	111.33%

Bear Market Phase
Start Date**	MOF	S&P
7/17/1998	4.01%	-19.19%
9/1/2000	14.71%	-35.71%
3/19/2002	9.97%	-33.01%
10/9/2007	2.20%	-55.26%
4/29/2011	0.46%	-18.72%

Full Market Cycle
End Date***	MOF	S&P
8/31/1998	224.71%	166.69%
9/21/2001	21.61%	4.72%
10/9/2002	3.65%	-18.27%
3/9/2009	18.77%	-1.85%
10/3/2011	-2.02%	71.76%

Annual Report  |  April 30, 2016  3

Caldwell & Orkin
Market Opportunity Fund	Shareholder Letter

April 30, 2016 (Unaudited)

^* The first bull market phase began 10/11/1990, but the table begins with 8/24/1992, which coincides with commencement of active management of the Caldwell & Orkin Market Opportunity Fund.

^** The bear market start date is the bull market’s end date.

^*** A full market cycle runs from the bull market start date to the full market cycle end date.

Sincerely,

Michael B. Orkin, CFA

Portfolio Manager and Chief Investment Officer

The performance data quoted represents past performance. Past performance is no guarantee of future results. The investment return and principal value of an investment in the Fund 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. Please call 800-377-7073 or visit www.CaldwellOrkin.com for current month-end performance. To see the most current performance as of 4/30/2016, please see page 7 of this annual report.

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Caldwell & Orkin
Market Opportunity Fund	Shareholder Letter

April 30, 2016 (Unaudited)

Disclosure

The Fund’s investment objective is to provide long-term capital growth with a short-term focus on capital preservation. Our philosophy in managing the Fund is to focus on risk as well as return. We use an investment philosophy based upon sophisticated exploitation of the low-risk anomaly. The low-risk anomaly stands in direct contradiction to the conventional beliefs of Efficient Market Hypothesis stating that high risk is equated with higher return. Caldwell and Orkin takes the opposite view – we believe that lower risk can result in higher return. The Fund may hold up to 60% of its net assets in short positions at any time and also invest in options. Short positions and put options are employed with the intent of making money when those stocks we judge to be mispriced fall. When we use short positions or put options, the Fund’s portfolio is considered to be “hedged,” so that it is not fully exposed to the price movements and volatility of the broader market. Our asset allocation determinations are primarily based on our perception of risk in the marketplace. In summary, our goal is to make money over a full market cycle, but with less stomach churn.

The Fund’s disciplined investment philosophy and active management style typically leads to higher-than-average portfolio turnover. High turnover may have an unfavorable impact on the amount of taxable distributions paid to shareholders. Higher turnover may also result in higher brokerage costs for the Fund.  The Fund’s turnover rate will typically exceed 100% per year, and will not be a limiting factor when we deem change appropriate. Fund holdings, industry and asset allocations are subject to change without notice.  The Fund may or may not have a position in any of the companies mentioned in this commentary as of the date of this report.

An investment in the Fund involves risk, including the loss of principal.  Additionally, there are certain risks inherent in investing in the Fund, including market risk, short sale risk, interest rate risk, business risk, small company risk, market valuation risk, political risk, and portfolio turnover risk.  For a complete discussion of these risks, you may request a copy of the Fund’s prospectus by calling 800-237-7073.  The Fund uses aggressive investment strategies (including short positions and options) that have the potential for yielding high returns; however, these strategies may also result in losses.  Stocks sold short have unlimited risk.  Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.  Options are not suitable for all investors.

Investors should expect that the Fund’s performance may fluctuate independently of stock market indices, such as the S&P 500 Total Return Index.

Distributed by ALPS Distributors, Inc., Member FINRA/SIPC
1290 Broadway, Suite 1100, Denver, CO  80203

Annual Report  |  April 30, 2016 5

Caldwell & Orkin
Market Opportunity Fund	Shareholder Letter

April 30, 2016 (Unaudited)

Statistical Risk Definitions:

Correlation Coefficient (R): R is a statistical measure of correlation. In this report, R is a measurement of investment risk that indicates how closely performance is linked to the broad market – it quantifies the degree to which a fund’s performance correlates with the performance of a benchmark. R can vary between 1.000 (perfect positive correlation) and -1.000 (perfect negative correlation). 0.000 represents no correlation. An R of 1.000 means that all movements of a fund are fully explained by movements in its benchmark index. Conversely, a low R indicates that very few of the fund's movements are explained by movements in its benchmark index, and a negative R indicates a fund’s movements are inversely correlated with its benchmark index.

Coefficient of Determination (R-Square): R-Square, also represented as R2, is another measurement of investment risk that quantifies the degree to which a fund’s performance correlates with the performance of its benchmark index. R-Square is calculated by multiplying the Correlation Coefficient (R) by itself, and is therefore always positive. R-Square can vary between 0.000 (no correlation) and 1.000 (perfect correlation). The higher the value of R-Square, the greater the degree of correlation between the fund and its benchmark index. R-squared does not take into account the direction of the correlation (positive or negative), therefore R-Squared is not able to reflect inverse correlation between a fund and its benchmark index.

Beta: A measure of a fund’s sensitivity to market movements. Usually the higher betas represent riskier investments. When correlation is low, beta has minimal, if any, significance.

Standard deviation:  A statistical measure of dispersion about an average, indicating the volatility of a fund’s total returns.

Sharpe Ratio:  The Sharpe Ratio is calculated by subtracting the risk-free (T-bill) rate of return from a portfolio’s total return and then dividing this by its standard deviation.  The resulting fraction can be thought of as return per unit of risk.  The higher a portfolio’s Sharpe Ratio, the better the risk-adjusted performance.

Semi-variance: A measure of a fund’s downside (negative return) volatility relative to a benchmark. Lower numbers are associated with less risk.

Index Definition:

S&P 500 Total Return Index:  The S&P 500 Total Return Index is a capitalization-weighted, unmanaged index of 500 large U.S. companies chosen for market size, liquidity and industry group representation and includes reinvested dividends.  You cannot invest directly in an index.

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Caldwell & Orkin
Market Opportunity Fund	Performance Summary

April 30, 2016 (Unaudited)

Fiscal Year Ended April 30,	C&O Market Opportunity Fund(1)	S&P 500 Total Return Index(2)
1993**	21.09%	9.18%
1994	16.48%	5.32%
1995	-2.28%	17.47%
1996	31.80%	30.21%
1997	23.24%	25.13%
1998	25.77%	41.07%
1999	19.43%	21.82%
2000	-0.02%	10.13%
2001	11.43%	-12.97%
2002	1.88%	-12.63%
2003	1.12%	-13.31%
2004	-3.55%	22.88%

Total Return Through April 30, 2016
6 months ended	-7.98%	0.43%
12 months ended	-0.56%	1.21%
Since 8/24/92(3)	474.91%	707.53%

Fiscal Year Ended April 30,	C&O Market Opportunity Fund(1)	S&P 500 Total Return Index(2)
2005	-0.17%	6.34%
2006	-2.74%	15.42%
2007	15.31%	15.24%
2008	17.92%	-4.68%
2009	4.73%	-35.31%
2010	-7.40%	38.84%
2011	0.41%	17.22%
2012	4.95%	4.76%
2013	11.72%	16.89%
2014	-6.92%	20.44%
2015	10.73%	12.98%
2016	-0.56%	1.21%

Average Annual Returns Through April 30, 2016
One Year	-0.56%	1.21%
Three Years	0.83%	11.26%
Five Years	3.74%	11.02%
Ten Years	4.75%	6.91%
Fifteen Years	2.90%	5.48%
Twenty Years	5.93%	7.92%
Since 8/24/92(3)	7.67%	9.24%

¹ The performance data quoted represents past performance. Past performance is no guarantee of future results. The investment return and principal value of an investment in the Fund 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. Please call 800-377-7073 or visit www.CaldwellOrkin.com for current month-end performance. The Fund's performance assumes the reinvestment of dividends and capital gains, if any. Fund holdings, industry and asset allocations are subject to change without notice. The Fund may or may not have a position in any of the companies mentioned in this report as of the date of this report.  See additional important disclosures on pages 5 and 6.

² Investors should expect that the Fund’s performance may fluctuate independently of stock market indices, such as the S&P 500 Total Return index. The S&P 500 Total Return index is a widely recognized unmanaged index of 500 common stock prices adjusted to reflect the reinvestment of dividends and distributions. You may not invest directly in an index.

³ Effective August 24, 1992, the 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.

Annual Report  |  April 30, 2016 7

Caldwell & Orkin
Market Opportunity Fund	Performance Summary

April 30, 2016 (Unaudited)

^† As a percentage of net assets plus the absolute value of securities sold short.

* For the full fiscal year ended April 30, 1993.

** From August 24, 1992 through April 30, 1993 - the portion of the year using the active investment management style of C&O Funds Advisor, Inc., the manager of the Fund.

Total annualized Fund operating expenses for the Fund’s fiscal year ended April 30, 2016 were 2.95%, or 1.37% before interest expenses and dividend expenses related to short sales. These figures exclude Acquired Fund Fees and Expenses of 0.02%. Additional information about the Fund’s fees and expenses is available in the Fund’s prospectus.

Net Asset Allocation

April 30, 2016^†

Net Asset Allocation

October 31, 2015^†

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Caldwell & Orkin
Market Opportunity Fund	Statistical Risk Profile

April 30, 2016 (Unaudited)

Ten Worst S&P 500 Total Return Days
Date	C&O MOF	S&P 500	Variance	The Caldwell & Orkin Market Opportunity Fund outperformed the S&P 500 Total Return index on all ten of the ten worst days, and was positive on two of the ten days.
10/15/2008	-1.47%	-9.02%	7.55%
12/1/2008	-1.58%	-8.92%	7.34%
9/29/2008	-0.37%	-8.78%	8.41%
10/9/2008	-2.12%	-7.61%	5.49%
10/27/1997	-1.60%	-6.89%	5.29%
8/31/1998	0.42%	-6.79%	7.21%
11/20/2008	0.23%	-6.70%	6.93%
8/8/2011	-0.63%	-6.66%	6.03%
11/19/2008	-0.28%	-6.10%	5.82%
10/22/2008	-1.11%	-6.09%	4.98%

Ten Worst S&P 500 Total Return Weeks
Week Ending	C&O MOF	S&P 500	Variance	The Caldwell & Orkin Market Opportunity Fund outperformed the S&P 500 Total Return index in all ten of the ten worst weeks, and was positive in seven of those weeks.
10/10/2008	-2.71%	-18.14%	15.43%
9/21/2001	1.62%	-11.57%	13.19%
4/14/2000	4.51%	-10.52%	15.03%
10/3/2008	1.82%	-9.33%	11.15%
11/21/2008	0.55%	-8.33%	8.88%
7/19/2002	0.64%	-7.96%	8.60%
8/5/2011	-0.78%	-7.15%	6.37%
3/6/2009	-0.88%	-6.96%	6.08%
7/12/2002	1.02%	-6.81%	7.83%
2/20/2009	0.19%	-6.80%	6.99%

Ten Worst S&P 500 Total Return Months
Month	C&O MOF	S&P 500	Variance	The Caldwell & Orkin Market Opportunity Fund outperformed the S&P 500 Total Return index in all ten of the ten worst months, and was positive in seven of those months.
10/31/2008	2.86%	-16.74%	19.60%
8/31/1998	3.11%	-14.46%	17.57%
9/30/2002	2.10%	-10.86%	12.96%
2/28/2009	0.29%	-10.71%	11.00%
2/28/2001	4.78%	-9.13%	13.91%
9/30/2008	-0.42%	-8.89%	8.47%
6/30/2008	4.84%	-8.43%	13.27%
1/31/2009	-0.73%	-8.30%	7.57%
9/30/2001	3.28%	-8.06%	11.34%
5/31/2010	-2.56%	-8.04%	5.48%

Short selling began May 2, 1994. Past performance is no guarantee of future results. See additional important disclosures on pages 5 and 6. Computations by Ned Davis Research, Inc.

Annual Report   |  April 30, 2016 9

Caldwell & Orkin
Market Opportunity Fund	Statistical Risk Profile

April 30, 2016 (Unaudited)

Ten Worst Drawdowns
Caldwell & Orkin Market Opportunity Fund			S&P 500 Total Return Index
Date Range	C&O MOF	S&P 500	Date Range	C&O MOF	S&P 500
01/17/2008 - 05/07/2010	-15.68%	-11.68%	10/09/2007 - 03/09/2009	2.20%	-55.26%
04/12/1999 - 11/23/1999	-13.30%	4.23%	03/24/2000 - 10/09/2002	28.03%	-47.41%
10/09/2002 - 05/25/2006	-12.82%	74.17%	07/17/1998 - 08/31/1998	4.01%	-19.19%
02/02/2016 - 03/07/2016	-10.90%	5.41%	04/29/2011 - 10/03/2011	0.46%	-18.72%
05/17/2013 - 04/11/2014	-10.22%	10.82%	04/23/2010 - 07/02/2010	-1.47%	-15.67%
03/18/1994 - 05/22/1995	-10.03%	14.95%	11/27/2002 - 03/11/2003	2.18%	-14.28%
05/26/2000 - 06/07/2000	-8.14%	6.81%	05/21/2015 – 02/11/2016	5.26%	-12.85%
12/29/2000 - 01/19/2001	-8.06%	1.75%	07/16/1999 - 10/15/1999	-0.47%	-11.78%
04/04/2001 - 03/11/2002	-8.03%	7.22%	10/07/1997 - 10/27/1997	0.16%	-10.74%
03/15/1993 - 04/26/1993	-7.83%	-3.65%	09/23/1998 - 10/08/1998	2.03%	-9.94%

Statistical Risk Measurements
8/24/1992 through 4/30/16 (daily data)
	C&O MOF	S&P 500
Coefficient of Determination (R-Square)	0.008	1.000
Correlation Coefficient "R"	0.088	1.000
Beta	0.040	1.000
Standard Deviation	0.522	1.159
Sharpe Ratio	0.60	0.43
Semi-Variance	0.13	0.66

Performance During Market Downturns of 20% or More
	C&O MOF	S&P 500
01/06/2009 - 03/09/2009	-3.43%	-27.19%
10/09/2007 - 11/20/2008	4.27%	-50.73%
01/04/2002 - 10/09/2002	7.20%	-32.95%
03/24/2000 - 09/21/2001	23.52%	-35.65%

Short selling began May 2, 1994. Past performance is no guarantee of future results. See additional important disclosures on pages 5 and 6. Computations by Ned Davis Research, Inc.

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Caldwell & Orkin
Market Opportunity Fund	Growth of $10,000

April 30, 2016 (Unaudited)

Caldwell & Orkin Market Opportunity Fund Versus S&P 500 Total Return Index

Since Commencement of Active Style of Investment Management Results of a Hypothetical $10,000 Investment August 24, 1992 through April 30, 2016.

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 pages 5 and 6.

Annual Report  |  April 30, 2016 11

Caldwell & Orkin
Market Opportunity Fund Disclosure of Fund Expenses

April 30, 2016 (Unaudited)

We believe it is important for you to understand the impact of fees and expenses on your investment in the Fund. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs related to the purchase and redemption of Fund shares, including redemption fees and brokerage commissions (if applicable); and (2) ongoing costs, including management fees, administrative expenses, portfolio transaction costs and other Fund expenses. A mutual fund’s ongoing costs 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, 2015 through April 30, 2016. 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.

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Caldwell & Orkin
Market Opportunity Fund Disclosure of Fund Expenses

April 30, 2016 (Unaudited)

	Beginning Account Value 11/01/2015	Ending Account Value 04/30/2016	Expense Ratio1	Expenses Paid During Period2
Actual3	$1,000.00	$920.20	2.94%	$14.04
Hypothetical (5% return before expenses)4	$1,000.00	$1,010.24	2.94%	$14.69

¹  The annualized expense ratio reflects actual expenses from the Fund from November 1, 2015 through April 30, 2016, as a percentage of average net assets for that period.

²  Expenses are equal to the Caldwell & Orkin Market Opportunity Fund's annualized expense ratio of 2.93% multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (182), divided by 366 (to reflect the half-year period.)

³  Excluding interest expense and dividend expense from short positions the expense ratio is 1.32%, your actual cost of investment in the Fund would be $6.30.

⁴  Excluding interest expense and dividend expense from short positions the expense ratio is 1.32%, your hypothetical cost of investment in the Fund would be $6.62.

Annual Report  |  April 30, 2016 13

Caldwell & Orkin
Market Opportunity Fund	Sector Diversification

April 30, 2016 (Unaudited)

The following table presents the Caldwell & Orkin Market Opportunity Fund's April 30, 2016 portfolio holdings by sector based on total net assets, sorted by net exposure (net long to net short).

	Long	Short	Total(1)	Net(2)
Diversified Manufacturing Operations	4.03%		4.03%	4.03%
Aerospace/Defense	3.41%		3.41%	3.41%
Retail - Apparel/Shoe	2.44%		2.44%	2.44%
Beverages - Non - Alcoholic	2.34%		2.34%	2.34%
Retail - Discount	2.15%		2.15%	2.15%
Retail - Restaurants	2.00%		2.00%	2.00%
Reinsurance	1.59%		1.59%	1.59%
Food - Miscellaneous/Diversified	1.53%		1.53%	1.53%
Building Production - Wood	1.24%		1.24%	1.24%
Retail - Building Products	1.23%		1.23%	1.23%
Non-Hazardous Waste Disposal	1.20%		1.20%	1.20%
E - Commerce/Products	1.04%		1.04%	1.04%
Commercial Banks Non - U.S.	1.04%		1.04%	1.04%
Infrastructure Software	0.99%		0.99%	0.99%
Textile - Home Furnishings	0.80%		0.80%	0.80%
Toys	0.77%		0.77%	0.77%
Electric - Integrated	0.76%		0.76%	0.76%
Beverages - Wine/Spirits	0.62%		0.62%	0.62%
Internet Content - Entertainment	0.55%		0.55%	0.55%
Water	0.54%		0.54%	0.54%
Retail - Major Department Store	0.51%		0.51%	0.51%
Networking Products	0.50%		0.50%	0.50%
Commercial Services	1.47%	-0.98%	2.45%	0.49%
Building & Construction Products - Miscellaneous	0.49%		0.49%	0.49%
Home Decoration Products	0.42%		0.42%	0.42%
Applications Software	0.29%		0.29%	0.29%
Building Production - Cement/Aggregate	0.28%		0.28%	0.28%
Web Portals/Internet Service Providers	0.25%		0.25%	0.25%
Computer Services	0.20%		0.20%	0.20%
Oil & Gas Companies - Exploration & Production	0.01%		0.01%	0.01%
Finance - Consumer Loans	1.04%	-1.20%	2.24%	-0.16%
Vitamins & Nutrition Products		-0.26%	0.26%	-0.26%
Instruments - Controls		-0.31%	0.31%	-0.31%
Web Hosting/Design		-0.47%	0.47%	-0.47%
Food - Retail		-0.58%	0.58%	-0.58%
Oil & Gas Drilling	0.51%	-1.32%	1.83%	-0.81%
Investment Management/Advisory Services		-0.96%	0.96%	-0.96%

14 1-800-467-7903  |  www.CaldwellOrkin.com

Caldwell & Orkin Market Opportunity Fund Sector Diversification

April 30, 2016 (Unaudited)

	Long	Short	Total(1)	Net(2)
Machinery - Farm		-1.00%	1.00%	-1.00%
Rental Auto/Equipment		-1.04%	1.04%	-1.04%
Automobiles		-1.23%	1.23%	-1.23%
Home Furnishings		-1.27%	1.27%	-1.27%
E - Commerce/Services		-1.52%	1.52%	-1.52%
Schools		-1.87%	1.87%	-1.87%
Subtotal Common Stocks (long & short positions)	36.24%	-14.01%	50.25%	22.23%
Exchange-Traded Funds - Gold	2.04%		2.04%	2.04%
Exchange-Traded Funds - Country Fund - United States	1.36%		1.36%	1.36%
Exchange-Traded Funds - U.S. Treasury Inflation Protected Bond Fund	1.01%		1.01%	1.01%
Exchange-Traded Funds - Large Cap Value	0.00%*		0.00%*	0.00%*
Subtotal Exchange-Traded Funds (long & short positions)	4.41%		4.41%	4.41%
Investment Companies	1.02%		1.02%	1.02%
Subtotal Master Limited Partnerships (long & short positions)	1.02%		1.02%	1.02%
Subtotal Equities (long & short positions)	41.67%	-14.01%	55.68%	27.66%
Call Options	0.29%		0.29%
Put Options	1.59%		1.59%
Other Assets less Liabilities	42.44%		42.44%
Total Portfolio Holdings	85.99%	-14.01%	100%

⁽¹⁾ Total exposure is Long exposure plus the absolute value of the Short exposure.

⁽²⁾ Net exposure is Long exposure less Short exposure.

^*  Less than 0.005% of net assets.

Annual Report  |  April 30, 2016 15

Caldwell & Orkin
Market Opportunity Fund	Schedule of Investments

April 30, 2016

	Shares		Value (Note 1)
LONG INVESTMENTS (43.55%)
COMMON STOCKS (36.24%)
Aerospace/Defense (3.41%)
Lockheed Martin Corp.		9,400	$	2,184,372
Northrop Grumman Corp.		10,600		2,186,356
Raytheon Co.		21,700		2,741,795
				7,112,523
Applications Software (0.29%)
Adobe Systems, Inc.1		6,500		612,430
Beverages - Non - Alcoholic (2.34%)
The Coca-Cola Co.		46,800		2,096,640
National Beverage Corp.1		14,300		668,382
PepsiCo, Inc.		20,400		2,100,384
				4,865,406
Beverages - Wine/Spirits (0.62%)
Constellation Brands, Inc. - Class A		8,300		1,295,298
Building & Construction Products - Miscellaneous (0.49%)
Fortune Brands Home & Security, Inc.		18,500		1,025,085
Building Production - Cement/Aggregate (0.28%)
Vulcan Materials Co.		5,400		581,202
Building Production - Wood (1.24%)
Masco Corp.		84,000		2,579,640
Commercial Banks Non - U.S. (1.04%)
HDFC Bank, Ltd. - ADR		34,400		2,162,728
Commercial Services (1.47%)
Aramark		91,600		3,069,516
Computer Services (0.20%)
Accenture PLC - Class A		3,600		406,512
Diversified Manufacturing Operations (4.03%)
General Electric Co.		137,200		4,218,900

See accompanying notes to financial statements.

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Caldwell & Orkin
Market Opportunity Fund	Schedule of Investments

April 30, 2016

	Shares		Value (Note 1)
Diversified Manufacturing Operations (continued)
Honeywell International, Inc.		36,600	$	4,182,282
				8,401,182
E - Commerce/Products (1.04%)
Amazon.com, Inc.1		3,300		2,176,647
Electric - Integrated (0.76%)
American Electric Power Co., Inc.		8,200		520,700
The Southern Co.		21,100		1,057,110
				1,577,810
Finance - Consumer Loans (1.04%)
Synchrony Financial1		70,600		2,158,242
Food - Miscellaneous/Diversified (1.53%)
General Mills, Inc.		13,800		846,492
The Kraft Heinz Co.		30,000		2,342,100
				3,188,592
Home Decoration Products (0.42%)
Newell Brands, Inc.		19,400		883,476
Infrastructure Software (0.99%)
Microsoft Corp.		41,500		2,069,605
Internet Content - Entertainment (0.55%)
Facebook, Inc. - Class A1		9,700		1,140,526
Networking Products (0.50%)
Palo Alto Networks, Inc.1		6,900		1,041,003
Non-Hazardous Waste Disposal (1.20%)
Republic Services, Inc.		34,800		1,638,036
Waste Management, Inc.		14,500		852,455
				2,490,491
Oil & Gas Companies - Exploration & Production (0.01%)
Concho Resources, Inc.1		100		11,617
Pioneer Natural Resources Co.		100		16,610
				28,227

See accompanying notes to financial statements.

Annual Report  |  April 30, 2016 17

Caldwell & Orkin Market Opportunity Fund Schedule of Investments

April 30, 2016

	Shares		Value (Note 1)
Oil & Gas Drilling (0.51%)
Seadrill, Ltd.1		221,400	$	1,058,292
Reinsurance (1.59%)
Berkshire Hathaway, Inc. - Class B1		22,700		3,302,396
Retail - Apparel/Shoe (2.44%)
Abercrombie & Fitch Co. - Class A		15,500		414,315
Coach, Inc.		61,600		2,480,632
Kate Spade & Co.1		84,900		2,184,477
				5,079,424
Retail - Building Products (1.23%)
The Home Depot, Inc.		19,100		2,557,299
Retail - Discount (2.15%)
Costco Wholesale Corp.		16,400		2,429,332
Target Corp.		25,700		2,043,150
				4,472,482
Retail - Major Department Store (0.51%)
TJX Cos., Inc.		13,900		1,053,898
Retail - Restaurants (2.00%)
McDonald's Corp.		33,000		4,174,170
Textile - Home Furnishings (0.80%)
Mohawk Industries, Inc.1		8,700		1,675,881
Toys (0.77%)
Hasbro, Inc.		19,000		1,608,160
Water (0.54%)
American Water Works Co., Inc.		15,400		1,120,504
Web Portals/Internet Service Providers (0.25%)
Alphabet, Inc. - Class A1		750		530,910
TOTAL COMMON STOCKS (Cost $69,700,130)				75,499,557

See accompanying notes to financial statements.

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Caldwell & Orkin Market Opportunity Fund Schedule of Investments

April 30, 2016

	Shares		Value (Note 1)
EXCHANGE-TRADED FUNDS (4.41%)
Country Fund - United States (1.36%)
Market Vectors® Gold Miners ETF		109,400	$	2,825,802
Gold (2.04%)
SPDR® Gold Shares1		34,400		4,253,560
Large Cap Value (0.00%)*
Vanguard Value ETF		100		8,364
U.S. Treasury Inflation Protected Bond Fund (1.01%)
iShares® TIPS Bond ETF1		18,300		2,102,304
TOTAL EXCHANGE-TRADED FUNDS (Cost $7,837,882)				9,190,030
MASTER LIMITED PARTNERSHIPS (1.02%)
Investment Companies (1.02%)
Oaktree Capital Group LLC		44,000		2,125,640
TOTAL MASTER LIMITED PARTNERSHIPS (Cost $2,103,151)				2,125,640

	Expiration Date	Exercise Price		Number of Contracts		Value (Note 1)
PURCHASED OPTIONS (1.88%)
PURCHASED CALL OPTIONS (0.29%)
Blackberry, Ltd.	January, 2017	$	10.00		525		9,975
Concho Resources, Inc.	June, 2016		120.00		370		155,400
iShares® MSCI Brazil Capped ETF	September, 2016		27.00		420		170,100
Microsoft Corp.	July, 2016		55.00		1,096		27,400
Pioneer Natural Resources Co.	January, 2017		120.00		19		94,810
TerraForm Power, Inc.	September, 2016		10.00		650		133,250
Twitter, Inc.	June, 2016		20.00		1,200		9,600
TOTAL PURCHASED CALL OPTIONS (Cost $1,085,890)							600,535

See accompanying notes to financial statements.

Annual Report  |  April 30, 2016 19

Caldwell & Orkin Market Opportunity Fund Schedule of Investments

April 30, 2016

	Expiration Date	Exercise Price		Number of Contracts		Value (Note 1)
PURCHASED PUT OPTIONS (1.59%)
Alliance Data Systems Corp.	September, 2016	$	210.00		295	$	525,100
Avis Budget Group, Inc.	August, 2016		24.00		259		69,930
Bridgepoint Education, Inc.	August, 2016		10.00		2,154		333,870
Conn's, Inc.	July, 2016		18.00		701		336,480
Control4 Corp.	July, 2016		7.50		1,417		113,360
DeVry Education Group, Inc.	August, 2016		17.50		457		82,260
Fossil Group, Inc.	June, 2016		35.00		130		15,600
Harley-Davidson, Inc.	August, 2016		40.00		2,159		237,490
Harley-Davidson, Inc.	August, 2016		45.00		1,296		322,704
Qorvo, Inc.	May, 2016		40.00		510		61,200
Restoration Hardware Holdings, Inc.	August, 2016		40.00		326		110,840
Tesla Motors, Inc.	June, 2016		170.00		144		22,320
Tesla Motors, Inc.	September, 2016		225.00		83		176,375
Transocean, Ltd.	August, 2016		10.00		2,736		290,016
Whole Foods Market, Inc.	May, 2016		33.00		570		235,410
Zillow Group, Inc. - Class A	August, 2016		25.00		999		386,613
TOTAL PURCHASED PUT OPTIONS (Cost $4,729,287)							3,319,568
TOTAL PURCHASED OPTIONS (Cost $5,815,177)							3,920,103
TOTAL LONG INVESTMENTS (Cost $85,456,340)							90,735,330

	7-Day Yield	Shares	Value (Note 1)
SHORT TERM INVESTMENTS (51.22%)
MONEY MARKET FUNDS2
JPMorgan 100% U.S. Treasury Securities Money Market Fund - Capital Shares	0.17%	106,705,061		106,705,061
TOTAL SHORT TERM INVESTMENTS (Cost $106,705,061)				106,705,061

See accompanying notes to financial statements.

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Caldwell & Orkin Market Opportunity Fund Schedule of Investments

April 30, 2016

TOTAL INVESTMENTS - (94.77%) (Cost $192,161,401)	$	197,440,391
Assets in Excess of Other Liabilities (5.23%)		10,887,784
NET ASSETS (100.00%)	$	208,328,175

SCHEDULE OF SECURITIES SOLD SHORT  (-14.01%)	Shares			Value (Note 1)
COMMON STOCKS (-14.01%)
Automobiles (-1.23%)
Harley-Davidson, Inc.		(53,500	)	$	(2,558,905	)
Commercial Services (-0.98%)
Alliance Data Systems Corp.		(10,000	)		(2,033,100	)
E - Commerce/Services (-1.52%)
Etsy, Inc.		(94,100	)		(826,198	)
Zillow Group, Inc. - Class A		(93,800	)		(2,346,876	)
					(3,173,074	)
Finance - Consumer Loans (-1.20%)
LendingClub Corp.		(315,300	)		(2,490,870	)
Food - Retail (-0.58%)
Whole Foods Market, Inc.		(41,300	)		(1,201,004	)
Home Furnishings (-1.27%)
Tempur Sealy International, Inc.		(43,800	)		(2,657,346	)
Instruments - Controls (-0.31%)
Control4 Corp.		(86,700	)		(642,447	)
Investment Management/Advisory Services (-0.96%)
WisdomTree Investments, Inc.		(183,500	)		(1,998,315	)
Machinery - Farm (-1.00%)
Deere & Co.		(24,800	)		(2,085,928	)
Oil & Gas Drilling (-1.32%)
Seadrill, Ltd.		(393,400	)		(1,880,452	)

See accompanying notes to financial statements.

Annual Report  |  April 30, 2016 21

Caldwell & Orkin Market Opportunity Fund Schedule of Investments

April 30, 2016

	Shares			Value (Note 1)
Oil & Gas Drilling (continued)
Transocean, Ltd.		(78,800	)	$	(873,104	)
					(2,753,556	)
Rental Auto/Equipment (-1.04%)
Avis Budget Group, Inc.		(86,000	)		(2,158,600	)
Schools (-1.87%)
American Public Education, Inc.		(21,500	)		(497,940	)
Bridgepoint Education, Inc.		(51,500	)		(491,310	)
Career Education Corp.		(100	)		(534	)
DeVry Education Group, Inc.		(130,000	)		(2,255,500	)
ITT Educational Services, Inc.		(307,700	)		(661,555	)
					(3,906,839	)
Vitamins & Nutrition Products (-0.26%)
USANA Health Sciences, Inc.		(4,600	)		(544,824	)
Web Hosting/Design (-0.47%)
Endurance International Group Holdings, Inc.		(91,200	)		(976,752	)
TOTAL COMMON STOCKS (Proceeds $36,465,800)					(29,181,560	)
TOTAL SECURITIES SOLD SHORT (Proceeds $36,465,800)				$	(29,181,560	)

^* Less than 0.005% of net assets.

¹ Non-Income Producing Security.

² A portion of the Money Market Fund's assets are held as collateral for short sales activity.  As of April 30, 2016, the amount held as collateral was $45,000,000.

Common Abbreviations:

ADR - American Depositary Receipts.

ETF -  Exchange-Traded Fund.

LLC -  Limited Liability Company. 

Ltd. - Limited.

MSCI - Morgan Stanley Capital International.

PLC -  Public Limited Company.

SPDR - Standard and Poor's Depositary Receipt.

TIPS - Treasury Inflation Protected Securities.

See accompanying notes to financial statements.

22 1-800-467-7903  |  www.CaldwellOrkin.com

Caldwell & Orkin Market Opportunity Fund Statement of Assets & Liabilities

April 30, 2016

ASSETS
Investments at value (cost $192,161,401)	$	197,440,391
Deposits with brokers for securities sold short		31,756,351
Receivables:
Investment securities sold		9,654,346
Dividends and interest		69,018
Capital shares sold		468,474
Other assets		35,468
Total Assets		239,424,048
LIABILITIES
Securities sold short, not yet purchased (proceeds $36,465,800)		29,181,560
Payables:
Investment securities purchased		1,522,518
Capital shares redeemed		109,249
Dividends payable - short sales		14,403
Investment advisory fee		171,719
Accrued expenses and other liabilities		96,424
Total Liabilities		31,095,873
Net Assets	$	208,328,175
COMPOSITION OF NET ASSETS
Paid-in capital applicable to 9,658,413 shares outstanding; par value $0.10 per share; 30,000,000 shares authorized	$	206,874,875
Accumulated net investment loss		(1,183,361	)
Accumulated net realized loss on investments and securities sold short		(9,926,569	)
Net unrealized appreciation of investments and securities sold short		12,563,230
Net Assets	$	208,328,175
NET ASSET VALUE AND OFFERING/REDEMPTION PRICE PER SHARE	$	21.57

See accompanying notes to financial statements.

Annual Report  |  April 30, 2016 23

Caldwell & Orkin Market Opportunity Fund Statement of Operations

For the Year Ended April 30, 2016

INVESTMENT INCOME
Dividends	$	1,469,608
Interest		45,223
Total Investment Income		1,514,831
EXPENSES
Investment advisory fees (Note 2)		1,694,029
Interest expense		1,434,170
Dividend expense on securities sold short		1,248,253
Administration and accounting fees (Note 2)		169,732
Transfer agent fees		142,851
Directors' fees and expenses		90,252
Professional fees		80,643
Insurance expense		46,014
Blue sky servicing fees		32,001
Chief compliance officer expense		30,910
Custodian fees		21,929
Shareholder report printing		20,384
Other expenses		16,791
Total Expenses before waiver		5,027,959
Less fees waived by Administrator (Note 2)		(30,000	)
Total net expenses		4,997,959
Net Investment Loss		(3,483,128	)
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
Net realized loss on investments		(3,284,825	)
Net realized gain on purchased options		1,145,898
Net realized gain on securities sold short		503,097
Change in unrealized appreciation on investments		777,430
Change in unrealized depreciation on purchased options		(1,843,029	)
Change in unrealized depreciation on securities sold short		(564,040	)
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND SECURITIES SOLD SHORT		(3,265,469	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(6,748,597	)

See accompanying notes to financial statements.

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Caldwell & Orkin Market Opportunity Fund Statements of Changes in Net Assets

	For the Year Ended April 30, 2016			For the Year Ended April 30, 2015
INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment loss	$	(3,483,128	)	$	(2,466,298	)
Net realized gain/(loss) on investments, purchased options and securities sold short		(1,635,830	)		10,050,536
Change in net unrealized appreciation/(depreciation) of investments, purchased options and securities sold short		(1,629,639	)		6,671,523
		(6,748,597	)		14,255,761
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO STOCKHOLDERS FROM:
Net realized gain on investments		(10,125,493	)		(970,482	)
Total Distributions		(10,125,493	)		(970,482	)
INCREASE/(DECREASE) IN NET ASSETS FROM COMMON STOCK TRANSACTIONS:
Net proceeds from sale of shares		126,098,676			15,030,083
Reinvested distributions		7,336,522			854,216
Cost of shares redeemed		(37,226,116	)		(65,742,896	)
Redemption fee proceeds (Note 1)		57,689			36,897
Net increase/(decrease) in net assets resulting from capital share transactions		96,266,771			(49,821,700	)
INCREASE/(DECREASE) IN NET ASSETS		79,392,681			(36,536,421	)
NET ASSETS
Beginning of year		128,935,494			165,471,915
End of year (including accumulated net investment loss of $(1,183,361) and $0, respectively)	$	208,328,175		$	128,935,494

See accompanying notes to financial statements.

Annual Report  |  April 30, 2016 25

Caldwell & Orkin Market Opportunity Fund Financial Highlights

For a capital share outstanding throughout each year.

	For the Year Ended April 30, 2016			For the Year Ended April 30, 2015			For the Year Ended April 30, 2014			For the Year Ended April 30, 2013			For the Year Ended April 30, 2012
PER SHARE DATA:
Net asset value, beginning of year	$	22.94		$	20.88		$	22.97		$	20.56		$	19.59
Income/(loss) from investment operations:
Net Investment loss		(0.36	)		(0.49	)		(0.29	)		(0.20	)		(0.28	)
Net realized and unrealized gain/(loss) on investments		0.30			2.71			(1.30	)		2.60			1.24
Total from Investment Operations		(0.06	)		2.22			(1.59	)		2.40			0.96
LESS DISTRIBUTIONS:
From net realized gain on investments		(1.32	)		(0.17	)		(0.51	)		–			–
Total Distributions		(1.32	)		(0.17	)		(0.51	)		–			–
Redemption fee proceeds		0.01			0.01			0.01			0.01			0.01
Net asset value, end of year	$	21.57		$	22.94		$	20.88		$	22.97		$	20.56
Total Return		(0.56	%)		10.68	%		(6.92	%)		11.72	%		4.95	%

See accompanying notes to financial statements.

26 1-800-467-7903  |  www.CaldwellOrkin.com

Caldwell & Orkin Market Opportunity Fund Financial Highlights

For a capital share outstanding throughout each year.

	For the Year Ended April 30, 2016			For the Year Ended April 30, 2015			For the Year Ended April 30, 2014			For the Year Ended April 30, 2013			For the Year Ended April 30, 2012
Ratios and Supplemental Data:
Net assets, end of year (000’s)	$	208,328		$	128,935		$	165,472		$	260,916		$	251,907
Ratios to Average Net Assets:
Management fees		1.00	%		1.00	%		1.00	%		1.00	%		0.99	%
Administrative fees		0.37	%		0.44	%		0.29	%		0.27	%		0.27	%
Expenses before dividends on securities sold short and interest expense		1.37	%		1.44	%		1.29	%		1.27	%		1.26	%
Interest expense		0.85	%		0.63	%		0.30	%		0.46	%		0.43	%
Expenses from dividends on securities sold short		0.73	%		0.57	%		0.14	%		0.26	%		0.43	%
Ratio of total expenses(1)(2)		2.95	%		2.64	%		1.73	%		1.99	%		2.12	%
Ratio of net investment loss(1)(2)		(2.06	%)		(1.80	%)		(0.98	%)		(0.87	%)		(1.27	%)
Portfolio turnover rate		415	%		434	%		657	%		352	%		517	%

⁽¹⁾ The ratio of expenses to average net assets and net investment income/(loss) to average net assets do not reflect the expenses of other investment companies.

⁽²⁾ The ratio of total expenses to average net assets and ratio of net investment loss include fees waived by Fund’s Administrator in the amount of 0.02%, 0.02%, 0.01%, 0.01%, 0.01%, respectively, for the years ended April 30, 2016, 2015, 2014, 2013 and 2012, respectively.

See accompanying notes to financial statements.

Annual Report  |  April 30, 2016 27

Caldwell & Orkin Market Opportunity Fund Notes to Financial Statements

April 30, 2016

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 (the “1940 Act”), 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 investment objective is to provide long-term capital growth with a short-term focus on capital preservation. C&O Funds Advisor, Inc. (the “Adviser”) uses a catalyst-driven, multi-dimensional, disciplined investment process focusing on active asset allocation, security selection and surveillance to achieve the Fund’s investment objective. The Adviser’s philosophy in managing the Fund is to focus on risk as well as return. The Adviser utilizes an investment philosophy based upon sophisticated exploitation of the low-risk anomaly. The low-risk anomaly stands in direct contradiction to the conventional beliefs of Efficient Market Hypothesis stating that high risk is equated with higher return. Caldwell and Orkin takes the opposite view – we believe that lower risk can result in higher return.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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.

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, or the closing price is not otherwise available, the last bid price is used for a value instead. Debt securities, other than short-term investments, are valued at the price provided by an independent pricing service. 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.

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Caldwell & Orkin Market Opportunity Fund Notes to Financial Statements

April 30, 2016

Fair Value Measurements

A three-tier hierarchy has been established to classify fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

Various inputs are used in determining the value of the Fund’s investments as of the reporting period end. These inputs are categorized in the following hierarchy under applicable financial accounting standards:

Level 1 – Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that the Fund has the ability to access at measurement date.

Level 2 – Quoted prices which are not active quoted prices for similar assets or liabilities in active markets or inputs other than quoted process that are observable (either directly or indirectly) for substantially the full term of the asset of liability.

Level 3 – Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market for the asset or liability at the measurement date.

The following is a summary of the inputs used as of April 30, 2016 in valuing the Fund’s investments carried at value:

Investments in Securities at Value*	Level 1 - Quoted Prices			Level 2 - Other Significant Observable Inputs		Level 3 - Significant Unobservable Inputs		Total
Common Stocks	$	75,499,557		$	–	$	–	$	75,499,557
Exchange-Traded Funds		9,190,030			–		–		9,190,030
Master Limited Partnerships		2,125,640			–		–		2,125,640
Purchased Options
Call Options		590,560			9,975		–		600,535
Put Options		2,262,368			1,057,200		–		3,319,568
Short Term Investments		106,705,061			–		–		106,705,061
TOTAL	$	196,373,216		$	1,067,175	$	–	$	197,440,391
Other Financial Instruments*
Liabilities
Securities Sold Short
Common Stocks	$	(29,181,560	)	$	–	$	–	$	(29,181,560	)
TOTAL	$	(29,181,560	)	$	–	$	–	$	(29,181,560	)

Annual Report  |  April 30, 2016 29

Caldwell & Orkin Market Opportunity Fund Notes to Financial Statements

April 30, 2016

Transfers into and out of Levels 1 and 2 as of April 30, 2016 were as follows:

	Level 1					Level 2
Caldwell & Orkin Market Opportunity Fund	Transfer In	Transfers (Out)				Transfer In		Transfers (Out)
Purchased Options			$	(9,975	)	$	9,975
Total			$	(9,975	)	$	9,975

All securities of the Fund were valued using either Level 1 or Level 2 inputs during the year ended April 30, 2016.

* For detailed industry descriptions, see the accompanying Schedule of Investments.

Use of Derivatives

Derivative Instruments and Hedging Activities: The following discloses the Fund’s use of derivative instruments and hedging activities. The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivative contracts, purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity or debt securities; they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract holder. This may allow the Fund to pursue its objective more quickly and efficiently than if it were to make direct purchases or sales of securities capable of affecting a similar response to market factors.

Market Risk Factors:In pursuit of their investment objectives, certain Funds may seek to use derivatives to increase or decrease their exposure to the following market risk factors:

Equity Risk: Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Purchasing Put and Call Options: The Fund may invest in options on securities and indices, and use such securities either to hedge risk or enhance the long positions in the Fund’s portfolio.

By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option’s underlying instrument at a fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options have various types of underlying instruments, including specific securities, indices of securities prices, and futures contracts. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike price. A purchaser may also terminate a put option position by closing it out in the secondary market at its current price, if a liquid secondary market exists. The buyer of a typical put option can expect to realize a gain if security prices fall. However, if the underlying instrument’s price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the amount of the premium, plus related transaction costs).

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Caldwell & Orkin Market Opportunity Fund Notes to Financial Statements

April 30, 2016

The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right to purchase, rather than sell, the underlying instrument at the option’s strike price. A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if security prices fall. At the same time, the buyer can expect to suffer a loss if security prices do not rise sufficiently to offset the cost of the option.

Writing Put and Call Options: The writer of a put or call option takes the opposite side of the transaction from the option’s purchaser. In return for receipt of the premium, the writer assumes the obligation to pay the strike price for the option’s underlying instrument if the other party to the option chooses to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while the option is outstanding, regardless of price changes.

If security prices rise, a put writer would generally expect to profit, although its gain would be limited to the amount of the premium it received. If security prices remain the same over time, it is likely that the writer will also profit, because it should be able to close out the option at a lower price. If security prices fall, the put writer would expect to suffer a loss. This loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the option should mitigate the effects of the decline.

Writing a call option obligates the writer to sell or deliver the option’s underlying instrument, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put options, except that writing calls generally is a profitable strategy if the price of the underlying security remains the same or falls. Through receipt of the option premium, a call writer mitigates some of the effects of a price decline. At the same time, because a call writer must be prepared to deliver the underlying instrument in return for the strike price, even if its current value is greater, a call writer gives up some ability to participate in security price increases.

The Fund did not transact in any written options during the fiscal year ended April 30, 2016.

The following discloses the amounts related to the Fund’s use of derivative instruments and hedging activities.

The effect of derivative instruments on the Statement of Assets and Liabilities as of April 30, 2016:

Asset Derivatives
Derivatives not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Market Value
Purchased Options (Equity Contracts)	Investments, at value	$	3,920,103
Total		$	3,920,103

Annual Report  |  April 30, 2016 31

Caldwell & Orkin Market Opportunity Fund Notes to Financial Statements

April 30, 2016

The effect of derivative instruments on the Statement of Operations for the fiscal year ended April 30, 2016:

Derivatives notAccounted for asHedging Instruments	Location of Gain/(Loss) On Derivatives Recognized in Income	Realized Gain/(Loss) on Derivatives Recognized in Income		Change in Unrealized Gain/(Loss) on Derivatives Recognized in Income
Purchased Options (Equity Contracts)	Net realized gain on purchased options	$	1,145,898
	Change in unrealized depreciation on purchased options			$	(1,843,029	)
Total		$	1,145,898	$	(1,843,029	)

The Fund’s average contracts for the purchased options is $18,378 for the fiscal year ended April 30, 2016.

Significant Ownership Concentration
 

At April 30, 2016, the Fund invested 51.22% total net assets in the JPMorgan 100% U.S. Treasury Securities Money Market Fund Capital Class (CJTXX). The financial statements of the Money Market Fund, including the portfolio of investments, are included in the JPMorgan 100% U.S. Treasury Securities Money Market Fund Capital Class Fund’s annual report and can be found at www.jpmorganfunds.com and should be read in conjunction with the Fund’s financial statements. The Fund uses the money market instrument as a vehicle for holding collateral related to securities sold short. As stated in the Fund’s prospectus, the Fund will typically invest between 0% and 50% of net assets in money market securities and fixed income securities. This portion of the Fund’s portfolio includes cash equivalents (i.e., money market funds or U.S. treasury notes) and bonds (i.e., corporate or government bonds), although generally cash equivalents are emphasized more than bonds. The corporate bonds purchased may have any maturity and be of any rating or quality, as long as Fund management believes it is consistent with the Fund’s investment objective.

The JPMorgan 100% U.S. Treasury Securities Money Market Fund’s objective is to provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal. The JPMorgan 100% U.S. Treasury Securities Money Market Fund invests its assets exclusively in obligations of the U.S. Treasury including treasury bills, bonds and notes.

Fund management considers investments in securities sold short to be part of managed assets, thereby reducing the Fund’s available cash balance. If the absolute value of securities sold short was added to the Fund’s total long positions as of April 30, 2016, total investments would equal 57.56%, as a percentage of net assets. This would result in cash equivalents representing 42.44% of net assets, vs. the 37.21% that is disclosed on the Schedule of Investments. This better illustrates the Fund’s net cash exposure as of April 30, 2016.

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Caldwell & Orkin Market Opportunity Fund Notes to Financial Statements

April 30, 2016

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 90 days. 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. For the fiscal year ended April 30, 2016, the Fund recorded $57,689 in redemption fee proceeds.

Securities Transactions and Related Investment Income

Securities transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date. Realized gains and losses from investment transactions are determined using the specific identification method. Interest income which includes amortization of premium and accretion of discount, is accrued as earned.

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.

Income Taxes

The Fund intends to continue to comply with the requirements of the Internal Revenue Code of 1986, as amended, 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 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.

The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained, assuming examination by tax authorities. Management has analyzed the company’s tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2013, 2014, and 2015) or expected to be taken in the company’s 2016 tax returns. The company identifies its major tax jurisdictions as U.S. federal, Georgia and Maryland, and foreign jurisdictions where the company makes significant investments; however, the company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.

Annual Report  |  April 30, 2016 33

Caldwell & Orkin Market Opportunity Fund Notes to Financial Statements

April 30, 2016

2. COMMITMENTS AND OTHER AGREEMENTS

The Fund has entered into a management agreement (the “Management Agreement”) with 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:

Advisory Fee	Average Daily Net Assets
1.00%	Up to $250 million
0.90%	In excess of $250 million but not greater than $500 million
0.80%	In excess of $500 million

The Adviser has agreed to reimburse the Fund to the extent necessary to prevent the Fund’s annual ordinary operating expenses (excluding taxes, expenses related to the execution of portfolio transactions and the investment activities of the Fund such as, for example, interest, dividend expenses on securities sold short, brokerage commissions and fees and expenses charged to the Fund by any investment company in which the Fund invests and extraordinary charges such as litigation costs) from exceeding 2.00% of the Fund’s average net assets (the “Expense Cap”). No reimbursement was required for the fiscal year ended April 30, 2016.

C&O Funds Advisor, Inc. is a wholly-owned subsidiary of Caldwell & Orkin, Inc.

ALPS Distributors, Inc. (“ADI”) serves as distributor to the Fund. The Fund does not pay ADI for these services.

ALPS Fund Services, Inc. (“ALPS”) provides fund accounting, fund administration, compliance and transfer agency services to the Fund. The fees paid to ALPS for fund accounting and fund administration services are set at incremental annual rates and subject to an annual minimum.

The Fund pays ALPS an annual fee, made in monthly installments, for services provided pursuant to the Chief Compliance Officer Services Agreement, which became effective October 1, 2012. Prior to October 1, 2012, the Chief Compliance Officer for the Fund was employed by Advisor.

The Fund also pays an annual fee to ALPS, in addition to per account charges and other out of pocket expenses, related to transfer agency services.

In addition to the fee structure set forth above, an annual amount of $30,000 is waived against the administration fee.

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Caldwell & Orkin Market Opportunity Fund Notes to Financial Statements

April 30, 2016

3. INVESTMENT PORTFOLIO TRANSACTIONS

Purchases and sales of securities, excluding securities sold short and short-term investments during the fiscal year ended April 30, 2016 were as follows:

Fund	Purchases		Sales
Caldwell & Orkin Market Opportunity Fund	$	373,787,040	$	359,117,630

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. Segregated cash is held at the custodian in the name of the broker per a tri-party agreement between the Fund, the custodian, and the broker.

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, 2016, the Fund had approximately 14% of its total net assets in short positions.

For the fiscal year ended April 30, 2016, the cost of investments purchased to cover short sales and the proceeds from investments sold short were $251,991,655 and $255,537,206, respectively.

Annual Report  |  April 30, 2016 35

Caldwell & Orkin
Market Opportunity Fund	Notes to Financial Statements

April 30, 2016

4. CAPITAL SHARE TRANSACTIONS

Capital share transactions were as follows:

	For the Year Ended April 30, 2016			For the Year Ended April 30, 2015
Shares sold		5,343,343			662,412
Shares reinvested		320,093			37,433
Shares reacquired		(1,626,041	)		(3,003,597	)
Net increase/(decrease) in shares outstanding		4,037,395			(2,303,752	)

5. TAX BASIS INFORMATION

The tax character of the distributions paid by the Fund during the years ended April 30, 2016 and April 30, 2015 were as follows:

Distributions Paid From:	2016		2015
Ordinary Income	$	7,125,425	$	–
Long-term capital gains		3,000,068		970,482
Total	$	10,125,493	$	970,482

As of April 30, 2016, the components of distributable earnings on a tax basis were as follows:

Total Cost of Investments	$	197,547,699
Total Cost of Securities Sold Short		(36,465,800	)
Gross Tax Unrealized Appreciation	$	3,156,105
Gross Tax Unrealized Depreciation		(3,263,413	)
Net Appreciation of Securities Sold Short		7,284,240
Net Tax Unrealized Appreciation		7,176,932
Other Cumulative Effect of Timing Differences		(5,723,632	)
Total Accumulated Earnings	$	1,453,300

At April 30, 2016, the Fund had no capital loss carryovers.

The Fund elects to defer to the period ending April 30, 2017, capital losses recognized during the period November 1, 2015 – April 30, 2016 in the amount of $4,337,372.

The Fund elects to defer to the period ending April 30, 2017, late year ordinary losses in the amount of $1,183,361.

GAAP  requires  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, 2016, the Fund increased accumulated  net  realized  loss  on  investments  by  $167,140,  decreased  undistributed  net investment loss by $2,299,767 and decreased paid-in capital by $2,132,627.  These reclassifications are  due  to  investments  in  partnerships,  commodities,  nondeductible  dividend  expenses  and certain other temporary and permanent book and tax reclassifications.

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Caldwell & Orkin
Market Opportunity Fund	Notes to Financial Statements

April 30, 2016

Net  investment  income/(loss),  net  realized  gains/(losses)  and  unrealized  appreciation/(depreciation) differ for financial statement and tax purposes due to differing treatments of, nondeductible  dividend  expense,  commodity  adjustments  (SPDR  Gold  Trust),  investments  in partnerships and certain other investments. Included in the amount reclassified to PIC was a net operating loss of $2,132,629.

6. RELATED PARTY TRANSACTIONS

As of April 30, 2016, Caldwell & Orkin, Inc. and Michael B. Orkin had ownership of the Fund of 0.82% and 4.28%, respectively. Caldwell & Orkin, Inc. is 100% wholly owned by Michael B. Orkin.

Under the Fund’s organizational documents, its officers and directors are indemnified against certain liability arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that may contain general  indemnification  clauses,  which  may  permit  indemnification  to  the  extent  permissible under applicable law. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.

7. DIRECTOR COMPENSATION

The Fund pays each Director, other than the Independent Chairman, who is not affiliated with the Adviser an annual fee of $15,000 per year, plus $3,500 for each in-person meeting attended and $1,500 for each other meeting attended. The Fund pays the Independent Chairman an annual fee of $19,000 per year, plus $5,250 for each in-person meeting attended and $3,250 for each other meeting attended. The Fund pays the Director serving as Chairman of the Audit Committee an additional annual fee of $2,500. In addition, the Independent Director responsible for reviewing the Code of Ethics and Personal Trading Reports for each quarterly meeting is paid an additional fee of $250 per meeting.

The  Fund  also  reimburses  Directors’  actual  out-of-pocket  expenses  relating  to  attendance  at meetings.  Effective  June  1997,  the  Board  of  Directors  agreed  to  receive  their  compensation entirely in shares of the Fund. Accordingly, each Director who is not affiliated with the Adviser receives shares of  the  Fund with  a  value equal  to  the  cash  compensation they  would  have otherwise received.

Annual Report  |  April 30, 2016 37

Caldwell & Orkin	Report of Independent Registered
Market Opportunity Fund	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 shares of The Caldwell & Orkin Funds, Inc., (the “Fund”), as of April 30, 2016, and the related statement of operations for the year then ended, the statements 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 audits.

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 the Fund’s 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, 2016, 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, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, presented in conformity with accounting principles generally accepted in the United States of America.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

June 27, 2016

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Caldwell & Orkin
Market Opportunity Fund	Additional Information

April 30, 2016 (Unaudited)

Information about the Board of Directors and officers* of the Fund as of April 30, 2016 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 5185 Peachtree Parkway, Suite 370, Norcross, GA 30092-6541.

Name, (Age) and Position(s) Held with Fund	Term of Office and Length of Time Served1	Principal Occupation(s) During Past Five Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
DISINTERESTED DIRECTORS
Frederick T. Blumer (56) Chairman	Since 1990	Mr. Blumer is the CEO of Vehcon, Inc. and was formerly CEO of X-spand International, Inc. and was formerly Vice President of HUGHES Telematics, Inc.	One	None
David L. Eager (73) 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	None
James L. Underwood (65) Director and Audit Committee Chairman	Since 2006	Mr. Underwood is the Founder and Sole Owner of Underwood Advisors, LLC, an Estate and Financial Planning firm and was formerly a Principal and Shareholder in Windham Brannon P.C. and a member of the Board of Managers of Windham Brannon Financial Group, LLC. Prior to that he was the President of Tarpley & Underwood, P.C. and of Tarpley & Underwood Financial Advisors, LLC.	One	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.

Annual Report  |  April 30, 2016 39

Caldwell & Orkin Market Opportunity Fund Additional Information

April 30, 2016 (Unaudited)

Name, (Age) and Position(s) Held with Fund	Term of Office and Length of Time Served1	Principal  Occupation(s) During  Past Five Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
INTERESTED DIRECTOR
Michael B. Orkin (56)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, Jr. (39)3 Treasurer & Ass’t Secretary Secretary & Ass’t Treasurer	Since 2010  2006-2010	Mr. Bockel is a Portfolio Manager for Caldwell & Orkin, Inc., and is a Registered Representative of ALPS Distributors, Inc.	N/A	N/A

^* 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.

³ Registered Representative of ALPS Distributors, Inc.

40 1-800-467-7903  |  www.CaldwellOrkin.com

Caldwell & Orkin Market Opportunity Fund Additional Information

April 30, 2016 (Unaudited)

Name, (Age) and Position(s) Held with Fund	Term of Office and Length of Time Served1	Principal  Occupation(s) During  Past Five Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
OFFICERS WHO ARE NOT DIRECTORS (Continued)
Melanie H. Zimdars (39)2 Chief Compliance Officer	Since 20153	Ms. Zimdars has over 15 years of experience within the financial services industry and currently serves as Vice President and Deputy Chief Compliance Officer at ALPS Fund Services, Inc. In this role she is the Chief Compliance Officer (“CCO”) for the ALPS ETF Trust, Broadview Funds Trust, PowerShares QQQ Trust, BLDRS Index Funds Trust, Elkhorn ETF Trust and Whitebox Mutual Funds. Prior to joining ALPS in September 2009, Ms. Zimdars served as Principal Financial Officer, Treasurer and Secretary for the Wasatch Funds from February 2007 to December 2008. While serving in these roles, she also worked closely with the Advisor’s and Funds’ CCO to conduct compliance reviews, forensic testing and risk assessments to ensure that all policies and procedures within the Compliance Programs were being adhered to while timely reporting any findings to the independent Board of Directors. From November 2006 to February 2007, she served as Assistant Treasurer for the Wasatch Funds and served as a Senior Compliance Officer for Wasatch Advisors, Inc. since 2005. Ms. Zimdars received a Bachelor of Science in finance from the University of Wisconsin-La Crosse.	N/A	N/A

* 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 Registered Representative of ALPS Distributors, Inc.

³ Effective December 10, 2015, Melanie Zimdars was appointed Chief Compliance Officer of the Fund.

Annual Report  |  April 30, 2016 41

Caldwell & Orkin
Market Opportunity Fund	Additional Information

April 30, 2016 (Unaudited)

Name, (Age) and Position(s) Held with Fund	Term of Office and Length of Time Served1	Principal Occupation(s) During Past Five Years	Number of Funds in Fund Complex Overseen by Director	Other Directorships Held by Director
OFFICERS WHO ARE NOT DIRECTORS (Continued)
Abigail J. Murray (40)Secretary	Since 2015	Ms. Murray joined ALPS in April 2015. She is currently Vice President and Senior Counsel of ALPS. Prior to joining ALPS, Ms. Murray was an Attorney and Managing Member at Murray & Rouvina PLC from 2014 to 2015 and an Associate with Vedder Price P.C. from 2007 to 2014. Ms. Murray is also the Secretary of ALPS ETF Trust, Clough Global Allocation Fund, Clough Global Equity Fund, Clough Global Opportunities Fund, Clough Funds Trust and RiverNorth Opportunities Fund, Inc.	N/A	N/A
Erich Rettinger (31)3Assistant Treasurer	Since 2013	Mr. Rettinger serves as a Fund Controller for ALPS Fund Services, Inc. He joined ALPS in 2007 in the Fund Accounting department.	N/A	N/A

^* 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 Registered Representative of ALPS Distributors, Inc.

³ Effective December 5, 2013 Erich Rettinger was appointed as Assistant Treasurer of the Fund.

42 1-800-467-7903  |  www.CaldwellOrkin.com

Caldwell & Orkin
Market Opportunity Fund	Additional Information

April 30, 2016 (Unaudited)

TAX DESIGNATIONS

The Fund designated the following for federal income tax purposes for the calendar year ended December 31, 2015:

	Qualified Dividend Income	Dividend Received Deduction
Caldwell & Orkin Market Opportunities Fund	12.34%	14.11%

Pursuant to Section 852(b)(3) of the Internal Revenue Code, the Fund designated $3,000,068 as a long-term capital gain distributions.

In early 2016, if applicable, shareholders of record should have received this information for the distributions paid to them by the Fund during the calendar year 2015 via Form 1099. The Fund will notify shareholders in early 2017 of amounts paid to them by the Fund, if any, during the calendar year 2016.

Please consult a tax advisor if you have questions about federal or state income tax laws, or how to prepare your tax returns.

Annual Report  |  April 30, 2016 43

CALDWELL & ORKIN MARKET OPPORTUNITY FUND

Annual Report to Shareholders

BOARD OF DIRECTORSFrederick T. Blumer,Independent ChairmanMichael B. Orkin, PresidentDavid L. EagerJames L. UnderwoodINVESTMENT ADVISERC&O Funds Advisor, Inc.5185 Peachtree ParkwaySuite 370Norcross, GA 30092-6541DISTRIBUTORALPS Distributors, Inc.1290 Broadway, Suite 1100Denver, CO 80203 TRANSFER, REDEMPTION & DIVIDEND DISBURSING AGENTALPS Fund Services, Inc.P.O. Box 46256Denver, CO 80201CUSTODIANJPMorgan Chase Bank, N.A.1111 Polaris Parkway, Suite 3JColumbus, OH 43240 LEGAL COUNSELPaul Hastings LLP1170 Peachtree Street, N.E.,Suite 100,Atlanta, GA 30309INDEPENDENT DIRECTORS’ COUNSELArnall Golden Gregory LLP171 17th Street, NW,Suite 2100Atlanta, 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 October 31, 2015. 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, 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.CaldwellOrkinFunds.com.

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

5185 Peachtree Parkway, Suite 370Norcross, GA 30092-6541E-mail: Info@CaldwellOrkin.com

Item 2. Code of Ethics.

(a) As of the end of the period covered by this report, the registrant has adopted a 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 (the “Code of Ethics”).

(b) Not applicable.

(c) Not applicable.

(d) During the period covered by this report, no implicit or explicit waivers to the provisions of the Code of Ethics were granted.

(e) Not applicable.

(f) A copy of the registrant’s Code of Ethics is filed as an exhibit hereto. The registrant undertakes to provide a copy of the Code of Ethics to any person, without charge upon written request to the registrant at its address at 5185 Peachtree Parkway, Suite 370, Norcross, GA 30092-6541.

Item 3. Audit Committee Financial Expert.

(a)(1) The registrant’s Board of Directors has determined that one audit committee financial expert serves on its audit committee.

(a)(2) James L. Underwood, an Independent Director of the registrant, is the registrant’s audit committee financial expert.  Mr. Underwood is “independent” as defined in Item 3(a)(2) of Form N-CSR.

(a)(3) N/A

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees:  For the registrant’s fiscal years ended April 30, 2016 and April 30, 2015, the aggregate fees billed to the registrant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements were $27,000 and $26,800, respectively.

(b) Audit-Related Fees:  For the Registrant’s fiscal years ended April 30, 2016 and April 30, 2015, aggregate fees of $0 and $0, respectively, were billed to the registrant for assurance and related services by the principal accountant for certain audit-related communications to the registrant’s audit committee.

(c) Tax Fees:  For the Registrant’s fiscal years ended April 30, 2016 and April 30, 2015, aggregate fees of $2,800 and $2,600, respectively, were billed for professional services rendered by the principal accountant for tax services.

(d) All Other Fees:  In registrant’s fiscal years ended April 30, 2016 and April 30, 2015, the aggregate fees of $1,200 and $1,200, respectively, were billed to registrant by the principal accountant for cursory reviews of the registrant’s October 31, 2015 and October 31, 2014 semi-annual reports, and agreed upon procedures related to review of anti-money laundering procedures.

(e)(1) Audit Committee Pre-Approval Policies and Procedures: 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.

(e)(2) There were no non-audit services approved or required to be approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) Aggregate Non-Audit Fees:  In registrant’s fiscal years ended April 30, 2016 and April 30, 2015, the aggregate non-audit fees $4,000 and $3,800 were billed to the registrant by the registrant’s accountant. In registrant’s fiscal years ended April 30, 2016 and April, 2015, the aggregate non-audit fees of $0 and $0 were billed to the investment adviser and any entity controlling, controlled by, or under common control with the registrant’s investment adviser that provides ongoing services to the registrant.

(h) Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

Schedule of Investments is included as part of the Report to Stockholders 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 Companies and Affiliated Issuers.

Not applicable.

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

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

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 (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There was no change in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) 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.

Item 12. Exhibits.

(a)(1) The code of ethics that applies to the registrant’s principal executive officer and principal financial officer is attached hereto as exhibit EX-99.CODE ETH.

(a)(2) The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto as exhibit EX-99.CERT.

(a)(3) Not applicable.

(b) The certifications by the registrant’s Principal Executive Officer and Principal Financial Officer, as required by Rule 30a-2(b) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as exhibit EX-99.906 CERT.

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:	(Signature and Title)	/s/ Michael B. Orkin
		Michael B. Orkin
Date:	July 8, 2016	President and Principal Executive Officer

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.

By:	(Signature and Title)	/s/ Michael B. Orkin
		Michael B. Orkin
Date:	July 8, 2016	President and Principal Executive Officer
		The Caldwell & Orkin Funds, Inc.

By:	(Signature and Title)	/s/ David R. Bockel, Jr.
		David R. Bockel, Jr.
Date:	July 8, 2016	Treasurer and Principal Financial Officer
		The Caldwell & Orkin Funds, Inc.

EX-99.CODE ETH

EX-99.CODE ETH

XXXIV. Code of Ethics for Principal Executive and Principal Financial Officers

I. PURPOSE OF THE CODE

The Fund’s code of ethics (this “Code”) is intended to serve as the code of ethics described in Section 406 of The Sarbanes-Oxley Act of 2002 and Item 2 of Form N-CSR. This Code shall be the sole code of ethics adopted by the Fund 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 Fund,  the Fund’s adviser(s), co-adviser(s), sub-adviser(s), principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers, as defined herein, who are subject to this Code, such policies and procedures are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Fund’s and each Adviser’s co-adviser’s, sub- adviser’s, and principal underwriter’s codes of ethics pursuant to Rule 17j-1 under the 1940 Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

All Covered Officers must become familiar and fully comply with this Code.  Because this Code cannot and does not cover every applicable law or provide answers to all questions that might arise, all Covered Officers are expected to use common sense about what is right and wrong, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct.

The purpose of this Code is to set standards for the Covered Officers that are reasonably designed to deter wrongdoing and to promote:

• 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 the Fund files with, or submits to, the SEC and in any other public communications by the Fund;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting of violations of the Code to the appropriate persons as set forth in the Code; and

• accountability for adherence to the Code.

II. COVERED PERSONS

This Code applies to the Fund’s principal executive officers and principal financial officers, principal accounting officer or controller or any persons performing similar functions on behalf of the Fund (the “Covered Officers”).   Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.  Covered Officers are expected to act in accordance with the standards set forth in this Code.

III. HONEST AND ETHICAL CONDUCT

A. Honesty, Diligence and Professional Responsibility

Covered Officers are expected to observe both the letter and the spirit of the ethical principles contained in this Code. Covered Officers must perform their duties and responsibilities for the Fund:

• with honesty, diligence, and a commitment to professional and ethical responsibility;

• carefully, thoroughly and in a timely manner; and

• in conformity with applicable professional and technical standards.

Covered Officers who are certified public accountants are expected to carry out their duties and responsibilities in a manner consistent with the principles governing the accounting profession, including any guidelines or principles issued by the Public Fund Accounting Oversight Board or the American Institute of Certified Public Accountants from time to time.

B. Objectivity/Avoidance of Undisclosed Conflicts of Interest

Covered Officers are expected to maintain objectivity and avoid undisclosed conflicts of interest. In the performance of their duties and responsibilities for the Fund, Covered Officers must not subordinate their judgment to personal gain and advantage, or be unduly influenced by their own interests or by the interests of others. Covered Officers must avoid participation in any activity or relationship that constitutes a conflict of interest unless that conflict has been completely disclosed to affected parties and waived by the Directors on behalf of the Fund. Further, Covered Officers should avoid participation in any activity or relationship that could create the appearance of an undisclosed conflict of interest.

A conflict of interest would generally arise if, for instance, a Covered Officer directly or indirectly participates in any investment, interest, association, activity or relationship that may impair or appear to impair the Covered Officer’s objectivity or interfere with the interests of, or the Covered Officer’s service to, the Fund.

Any Covered Officer who may be involved in a situation or activity that might be a conflict of interest or give the appearance of a conflict of interest must report such situation or activity using the reporting procedures set forth in Section VI (Reporting and Accountability).

Each Covered Officer must not:

• use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

• cause the Fund to take action, or fail to take actions, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; or

• use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.

Each Covered Officer is responsible for his or her compliance with this conflict of interest policy.

C. Preparation of Financial Statements

Covered Officers must not knowingly make any misrepresentations regarding the Fund’s financial statements or any facts in the preparation of the Fund’s financial statements, and must comply with all applicable laws, standards, principles, guidelines, rules and regulations in the preparation of the Fund’s financial statements. This section is intended to prohibit:

• making, or permitting or directing another to make, materially false or misleading entries in the Fund’s financial statements or records;

• failing to correct the Fund’s financial statements or records that are materially false or misleading when he or she has the authority to record an entry; and

• signing, or permitting or directing another to sign, a document containing materially false or misleading financial information.

Covered Officers must be scrupulous in their application of generally accepted accounting principles.   No Covered Officer may (i) express an opinion or state affirmatively that  the financial statements or other financial data of the Fund are presented in conformity with generally accepted accounting principles, or (ii) state that he or she is not aware of any material modifications that should be made to such statements or data in order for them to be in conformity with generally accepted accounting principles, if in either case such Covered Officer knows or should know that such statements or data contain any departure from generally accepted accounting principles then in effect in the United States.

Covered Officers must follow the laws, standards, principles, guidelines, rules and regulations established by all applicable governmental bodies, commissions or other regulatory agencies in the preparation of financial statements, records and related information. If a Covered Officer prepares financial statements, records or related information for purposes of reporting to such bodies, commissions or regulatory agencies, the Covered Officer must follow the requirements of such organizations in addition to generally accepted accounting principles.

If a Covered Officer and his or her supervisor have a disagreement or dispute relating to the preparation of financial statements or the recording of transactions, the Covered Officer should take the following steps to ensure that the situation does not constitute an impermissible subordination of judgment:

• The Covered Officer should consider whether (i) the entry or the failure to record a transaction in the records, or (ii) the financial statement presentation or the nature  or omission of disclosure in the financial statements, as proposed by the supervisor, represents the use of an acceptable alternative and does not materially misrepresent the facts or result in an omission of a material fact.  If, after appropriate research or consultation, the Covered Officer  concludes  that  the  matter  has  authoritative support and/or does not result in a material misrepresentation, the Covered Officer need do nothing further.

• If the Covered Officer concludes that the financial statements or records could be materially misstated as a result of the supervisor’s determination, the Covered Officer should follow the reporting procedures set forth in Section VI (Reporting and Accountability).

D. Obligations in Dealing with the Independent Auditor of the Fund

In dealing with the Fund’s independent auditor, Covered Officers must be candid   and not knowingly misrepresent facts or knowingly fail to disclose material facts, and must respond to specific inquiries and requests by the Fund’s independent auditor.

Covered Officers must not take any action, or direct any person to take any action, to fraudulently influence, coerce, manipulate or mislead the Fund’s independent auditor in the performance of an audit of the Fund’s financial statements for the purpose of rendering such financial statements materially misleading.

IV. FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE

The Fund’s policy is to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Fund files with, or submits to, the SEC and in any other public communications by the Fund. The Fund has designed and implemented Disclosure Controls and Procedures to carry out this policy.

Covered Officers are expected to familiarize themselves with the disclosure requirements generally applicable to the Fund, and to use their best efforts to promote, facilitate, and prepare full, fair, accurate, timely, and understandable disclosure in all reports and documents that the Fund files with, or submits to, the SEC and in any other public communications by the Fund.

Covered Officers must review the Fund’s Disclosure Controls and Procedures to ensure they are aware of and carry out their duties and responsibilities in accordance with the Disclosure Controls and Procedures and the disclosure obligations of the Fund. Covered Officers are responsible for monitoring the integrity and effectiveness of the Fund’s Disclosure Controls and Procedures.

V. COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS

Covered Officers are expected to know, respect and comply with all laws, rules and regulations applicable to the conduct of the Fund’s business. If a Covered Officer is in doubt about the legality  or propriety of an action, business practice or policy, the Covered Officer should seek advice from the Covered Officer’s supervisor or the Fund’s legal counsel.

In the performance of their work, Covered Officers must not knowingly be a party to any illegal activity or engage in acts that are discreditable to the Fund.

Covered Officers are expected to promote the Fund’s compliance with applicable laws, rules and regulations.  To promote such compliance, Covered Officers may establish and maintain mechanisms to educate employees carrying out the finance and compliance functions of the Fund about any applicable laws, rules or regulations that affect the operation of the finance and compliance functions and the Fund generally.

VI. REPORTING AND ACCOUNTABILITY

All Covered Officers will be held accountable for adherence to this Code. Each Covered Officer must, upon the Fund’s adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer or upon the effectiveness of an amendment to the Code as set forth in Section IX (Amendment)), affirm in writing to the Board that he/she has received, read, and understands this Code by signing the Acknowledgement Form attached hereto as Exhibit A hereto.  Thereafter, each Covered Officer, on an annual basis, must affirm to the Board that he/she has complied with the requirements of this Code.

Covered Officers may not retaliate against any other Covered Officer of the Fund or their affiliated persons for reports of potential violations that are made in good faith.

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

A. Any Covered Officer who knows of any violation of this Code or who questions whether a situation, activity or practice is acceptable must immediately report such practice to the Fund’s Chief Legal Officer.  The Chief Legal Officer shall take appropriate action to investigate any reported potential violations.   If, after such  investigation,  the  Chief Legal  Officer  believes  that   no   violation  has occurred, the Chief Legal Officer is not required to take any further action.  Any matter that the Chief Legal Officer believes is a violation will be reported to the Chairman of the Board of Directors.  The Chief Legal Officer shall respond to the Covered Officer within a reasonable period of time.

B. If the  Covered Officer is not satisfied with the  response  of the  Chief Legal Officer, the Covered Officer shall report the matter to the Chairman of the Board of Directors. If the Chairman is unavailable, the Covered Officer may report the matter to any other member of the Board of Directors. The person receiving the report shall consider the matter, refer it to the full Board of Directors if he or she deems appropriate, and respond to the Covered Officer within a reasonable amount of time. If the Board of Directors concurs that a violation has occurred, it will consider appropriate action, which may include review of and appropriate modifications to applicable policies and procedures or notification to appropriate personnel of the investment adviser or its board.

C. If the Board of Directors determines that a Covered Officer violated this Code, failed to report a known or suspected violation of this Code, or provided intentionally false or malicious information in connection with an alleged violation of this Code, the Board of Directors may take disciplinary action against any such Covered Officer to the extent the Board of Directors deems appropriate. No Covered Officer will be disciplined for reporting a concern in good faith.

To the extent possible and as allowed by law, reports will be treated as confidential. The Fund may report violations of the law to the appropriate authorities.

VII. DISCLOSURE OF THIS CODE

This Code, and any applicable waivers under Section VIII (Waivers) or amendments under Section IX (Amendments), shall be disclosed to the public by at least one of the following methods in the manner prescribed by the SEC, and as otherwise required by law:

• Filing a copy of this Code as an exhibit to the Fund’s annual report on Form N- CSR;

• Posting the text of this Code on the Fund’s Internet website and disclosing, in  its most recent report on Form N-CSR, its Internet address and the fact that it has posted this Code on its Internet website; or

• Providing an undertaking in the Fund’s  most recent  report on Form N-CSR to provide a copy of this Code to any person without charge upon request, and explaining the manner in which such a request may be made.

VIII. WAIVERS

Any waiver of this Code, including an implicit waiver, granted to a Covered Officer may be made only by the Board of Directors or a committee of the Board to which such responsibility has been delegated, and must be disclosed by the Fund in the manner prescribed by law and as set forth above in Section VII (Disclosure of this Code).

IX. AMENDMENTS

This Code may be amended by the affirmative vote of a majority  of the Board of Directors, including a majority of the independent Directors. Any amendment of this Code must be disclosed by the Fund in the manner prescribed by law and as set forth above in Section VII (Disclosure of this Code), unless such amendment is deemed to be technical, administrative, or otherwise non-substantive.  Any amendments to this Code will be provided to the Covered Officers promptly upon adoption, as well as a new Acknowledgment Form.

X. CONFIDENTIALITY

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board of Directors of the Fund, the Chief Legal Officer of the Fund, the legal counsel to the Fund, legal counsel to the independent directors and such other persons as a majority of the Board of Directors, including a majority of the independent Directors, shall determine to be appropriate.

Exhibit A

Certification and Acknowledgment of Receipt of Code of Ethics for Principal Executive Officers and Principal Financial Officers

I acknowledge and certify that I have received a copy of The Caldwell & Orkin Funds, Inc.’s Code of Ethics for Principal Executive Officers and Principal Financial Officers (the “Code”).  I understand and agree that it is my responsibility to read and familiarize myself with the policies and procedures contained in the Code and to abide by those policies and procedures.

I acknowledge and certify that I have read and understand the Code.

	Name:
Date:	Signature:

EX-99.CERT

EX-99.CERT

I, Michael B. Orkin, President and Principal Executive Officer of The Caldwell & Orkin Funds, Inc., 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 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 the 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 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 8, 2016	/s/ Michael B. Orkin
		Michael B. Orkin
		President and Principal Executive Officer
		The Caldwell & Orkin Funds, Inc.

I, David R. Bockel, Jr., Principal Financial Officer of The Caldwell & Orkin Funds, Inc. 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 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 the 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 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 8, 2016	/s/ David R. Bockel, Jr.
		David R. Bockel, Jr.
		Treasurer and Principal Financial Officer
		The Caldwell & Orkin Funds, Inc.

EX-99.906 CERT

EX-99.906 Cert

This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR (the “Report”) for the period ended April 30, 2016, of The Caldwell & Orkin Funds, Inc. (the “Company”).

I, Michael B. Orkin, the President and Principal Executive Officer of the Company, certify that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	July 8, 2016	/s/ Michael B. Orkin
		Michael B. Orkin
		President and Principal Executive Officer

This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR (the “Report”) for the period ended April 30, 2016, of The Caldwell & Orkin Funds, Inc. (the “Company”).

I, David R. Bockel, Jr., the Principal Financial Officer of the Company, certify that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	July 8, 2016	/s/ David R. Bockel, Jr.
		David R. Bockel, Jr.
		Treasurer and Principal Financial Officer