485BPOS

As filed with the Securities and Exchange Commission on September 20, 2013

1933 Act Registration No. 033-35156

1940 Act Registration No. 811-06113

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.
Post-Effective Amendment No. 35	x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 36	x

(Check appropriate box or boxes.)

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)

Registrant’s Telephone Number, including Area Code: (678) 533-7850

Michael B. Orkin. 5185 Peachtree Parkway, Suite 370, Norcross, GA 30092-6541

(Name and Address of Agent of Service)

Copy to:

Reinaldo Pascual, Esq.

Paul Hastings LLP

1170 Peachtree Street, N.E., Suite 100

Atlanta, GA 30309

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Amendment

  It is proposed that this filing will become effective (check appropriate box):

x	immediately upon filing pursuant to paragraph (b)
	on (date), pursuant to paragraph (b)
	60 days after filing pursuant to paragraph (a) (1)
	on (date), pursuant to paragraph (a) (1)
	75 days after filing pursuant to paragraph (a) (2)
	on (date), pursuant to paragraph (a) (2)

  If appropriate, check the following box:

        This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under 485(b) of the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, and State of Georgia, on the 20th day of September, 2013.

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

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Michael B. Orkin	Director and President	September 20, 2013
Michael B. Orkin
/s/ David R. Bockel	Treasurer	September 20, 2013
David R. Bockel
/s/ Frederick T. Blumer*	Director and Chairman	September 20, 2013
Frederick T. Blumer
/s/ David L. Eager*	Director	September 20, 2013
David L. Eager
/s/ James L. Underwood*	Director	September 20, 2013
James L. Underwood
By: /s/ Michael B. Orkin	*Attorney-in-Fact	September 20, 2013
Michael B. Orkin

* Executed by Michael B. Orkin as Attorney-in-Fact

EXHIBIT INDEX

Index No.	Description of Exhibit
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema Document
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase

XML

Label	Element	Value
Risk/Return:	rr_RiskReturnAbstract
Registrant Name	dei_EntityRegistrantName	CALDWELL & ORKIN FUNDS INC
Prospectus Date	rr_ProspectusDate	Aug. 30, 2013
CALDWELL AND ORKIN MARKET OPPORTUNITY FUND
Risk/Return:	rr_RiskReturnAbstract
Risk/Return [Heading]	rr_RiskReturnHeading	Summary Section
Objective [Heading]	rr_ObjectiveHeading	Investment Objective
Objective, Primary [Text Block]	rr_ObjectivePrimaryTextBlock	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.
Expense [Heading]	rr_ExpenseHeading	Fees and Expenses of the Fund
Expense Narrative [Text Block]	rr_ExpenseNarrativeTextBlock	This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees Caption [Text]	rr_ShareholderFeesCaption	Shareholder Fees (fees paid directly from your investment)
Operating Expenses Caption [Text]	rr_OperatingExpensesCaption	Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Fee Waiver or Reimbursement over Assets, Date of Termination	rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination	August 30, 2014
Portfolio Turnover [Heading]	rr_PortfolioTurnoverHeading	Portfolio Turnover
Portfolio Turnover [Text Block]	rr_PortfolioTurnoverTextBlock	The Fund pays transaction costs, such as brokerage commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 352% of the average value of its Portfolio.
Portfolio Turnover, Rate	rr_PortfolioTurnoverRate	352.00%
Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text]	rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees	The Net Annual Fund Operating Expenses above does not correlate to the ratio of total expenses provided in the Financial Highlights table of the Fund’s Annual Report for the period ended April 30, 2013, as the Financial Highlights table does not include Acquired Fund Fees and Expenses.
Expense Example [Heading]	rr_ExpenseExampleHeading	Example
Expense Example Narrative [Text Block]	rr_ExpenseExampleNarrativeTextBlock	This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Strategy [Heading]	rr_StrategyHeading	Principal Investment Strategies of the Fund
Strategy Narrative [Text Block]	rr_StrategyNarrativeTextBlock	C&O Funds Advisor, Inc. (the “Manager” or “We”) 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. Active asset allocation refers to the way we determine the balance of different types of assets in the Fund at any given time. Security selection refers to the way we choose the securities we buy or sell short. Surveillance refers to how we monitor the portfolio. The Manager’s philosophy in managing the Fund is to focus on risk as well as return. Specifically, we focus on market risk (the risk that the broad market averages decline, taking good companies down with it) and stock selection risk (the risk that a stock underperforms due to company-specific issues). We use active asset allocation strategies to manage the Fund’s exposure to market risk. And we employ a flexible investment style based on fundamental and technical analysis in equity selection to manage stock selection risk. Finally, in surveillance, various monitoring devices are used in order to reduce the risks of making serious mistakes. We generally divide the Fund’s portfolio among three broad categories of assets: Long Portfolio - This portion of the Fund is comprised primarily of common stock, exchange-traded funds (“ETFs”), and listed call options we have purchased. The Long Portfolio is comprised of securities our research indicates may increase in price. Generally, when we are “bullish” (when we believe the overall equity markets will rise) the size of the Long Portfolio may increase relative to the size of the overall Fund portfolio. Short Portfolio - This portion of our portfolio consists primarily of common stock and ETFs we have borrowed and sold short. The Short Portfolio may at times also include listed put options we have purchased. The Short Portfolio is comprised of securities our research indicates may decrease in price. If the price of a stock sold short decreases before we close the position, we make money. If it increases, we lose money. Generally, when we are “bearish” (when we believe the overall equity markets will fall) the size of the Short Portfolio may increase relative to the size of the overall Fund portfolio. Cash / Money Market / Fixed Income Securities - This portion of our portfolio includes cash, cash equivalents (e.g. money market funds and/or U.S. treasury notes) and bonds (i.e., corporate or government bonds), although we generally emphasize cash equivalents more than bonds. As to the Long and Short Portfolios, we typically invest between 50% and 100% of our net assets in common stocks, ETFs and listed options. Our investments may be made in companies of any size. The Fund may hold up to 60% of its net assets in short positions at any given time, and we may invest up to 25% of the Fund’s assets in equity securities that are issued by foreign issuers and are traded in the United States, and in American Depository Receipts of foreign companies. In addition, we typically invest between 0% and 50% of our net assets in cash / money market / fixed income securities. The corporate bonds we purchase may have any maturity and be of any rating or quality, as long as the Manager believes it is consistent with the Fund’s investment objective. Thus, the Fund’s theoretical investment latitude is anywhere from 100% net long (100% long positions and 0% cash) to 60% net short (60% short positions and 0% cash), although it is unlikely we would be at those extremes. We believe this wide investment latitude sets the Fund apart from most other mutual funds employing a long/short investment strategy. In managing the Fund for risk as well as return the Manager’s goal is to make money over a full market cycle, which includes both bull market (rising) and bear market (falling) cycles, but with less stomach churn.
Risk [Heading]	rr_RiskHeading	Principal Risks of Investing in the Fund
Risk Narrative [Text Block]	rr_RiskNarrativeTextBlock	An investment in the Fund carries risk, and you may lose money on your investment. The principal risks of investing in the Fund are: Market risk – In a declining stock market, stock prices for all companies generally may decline, regardless of any one particular company’s own unique prospects. Holdings in the Fund’s short portfolio may cause the Fund to fluctuate independently of stock market indices such as the S&P 500. Short sale risk – A short position is established by selling borrowed shares and attempting to buy them back at a lower price in the future. In a rising market, the Fund may lose value on its short sales. Business risk – A particular set of circumstances may affect a particular industry or certain companies within the industry, while having little or no impact on other industries or other companies within the industry. Small company risk - Stocks of smaller companies may have more risks than those of larger companies. In general, they have less experienced management teams, serve smaller markets and find it more difficult to obtain financing for growth or potential development than do larger companies. Market valuation risk - Some companies that are growing very fast have unreasonable valuations by traditional valuation techniques. Since these companies’ stock prices do not reflect the usual relationships between price and corporate earnings or income, their stocks tend to be very volatile and speculative. Political risk - Regulation or deregulation of a particular industry can have a material impact on the value of companies within the affected industry. Equity securities interest rate risk - Increases in interest rates may lower the present value of a company’s future earnings stream. Fixed income securities interest rate risk - The price of a bond or a fixed income security is dependent upon interest rates. Therefore, the share price and total return of fixed income securities will vary in response to changes in interest rates. Falling short-term interest rates may also cause income from short-term money market instruments in which the Fund is invested to decline. Credit risk - Bond issuers who are experiencing difficult economic circumstances, either because of a general economic downturn or individual circumstances, may be unable to make interest or principal payments on their bonds when due. These sorts of “credit risks,” reflected in the credit ratings assigned to bond issues by companies like Moody’s or Standard & Poor’s, may cause the price of an issuer’s bond to decline and may affect liquidity for the security. Investments in other investment companies – The Fund may invest in shares of other management investment companies, including, but not limited to, money market funds and ETFs, subject to the limitations and requirements of the Investment Company Act of 1940, as amended (the “1940 Act”) and subject to such investments being consistent with the overall objective and policies of the Fund. To the extent that the Fund invests in securities of other investment companies, shareholders in the Fund maybe subject to duplicative advisory and administrative fees. Investments in ETFs - To the extent that the Fund takes a long position in an ETF, the Fund will be subject to the risk that the market or sector of the market in which the ETF invests may decline in value. To the extent that the Fund takes a short position in an ETF, the Fund will be subject to the risk that the market or sector of the market in which the ETF invests may increase in value. Foreign Securities risk - Investing in foreign securities involves risks not typically associated with investing in U.S. securities, including, but not limited to, fluctuations in exchange rates of foreign currencies; possible imposition of exchange control regulation or currency restrictions that would prevent cash from being brought back to the U.S.; lack of uniform accounting, auditing, and financial reporting standards; lack of uniform settlement periods and trading practices; less liquidity and frequently greater price volatility in foreign markets than in the U.S.; possible expropriation or nationalization of assets; and possible imposition of foreign taxes. Furthermore, the U.S. government has from time-to-time, in the past, imposed restrictions, through taxation and otherwise, on foreign investments by U.S. investors such as the Fund. Portfolio turnover risk - Mutual funds are required to distribute their net realized capital gains annually under federal tax laws. The Fund’s investment strategy may involve frequent trading, which leads to high portfolio turnover (e.g., 352%, 517% and 493% for the fiscal years ended April 30, 2013, 2012 and 2011, respectively) and could generate potentially large amounts of net realized capital gains in a given year. Higher portfolio turnover may also result in higher brokerage costs for the Fund.
Risk Lose Money [Text]	rr_RiskLoseMoney	An investment in the Fund carries risk, and you may lose money on your investment.
Bar Chart and Performance Table [Heading]	rr_BarChartAndPerformanceTableHeading	Risk/Return Bar Chart and Table
Performance Narrative [Text Block]	rr_PerformanceNarrativeTextBlock	The following performance information provides some indication of the risks of investing in the Fund. The bar chart below illustrates how the Fund’s total returns have varied from year to year. The table below illustrates how the Fund’s average annual total returns for 1, 5 and 10 years compare with those of a broad measure of market performance. The Fund’s past performance (both before and after taxes) is not necessarily an indicator of how the Fund will perform in the future. Updated performance information is available on the Fund’s website at www.CaldwellOrkinFunds.com or by calling the Fund toll-free at 1-800-467-7903.
Performance Information Illustrates Variability of Returns [Text]	rr_PerformanceInformationIllustratesVariabilityOfReturns	The bar chart below illustrates how the Fund’s total returns have varied from year to year. The table below illustrates how the Fund’s average annual total returns for 1, 5 and 10 years compare with those of a broad measure of market performance.
Performance Availability Phone [Text]	rr_PerformanceAvailabilityPhone	1-800-467-7903
Performance Availability Website Address [Text]	rr_PerformanceAvailabilityWebSiteAddress	www.CaldwellOrkinFunds.com
Performance Past Does Not Indicate Future [Text]	rr_PerformancePastDoesNotIndicateFuture	The Fund’s past performance (both before and after taxes) is not necessarily an indicator of how the Fund will perform in the future.
Bar Chart [Heading]	rr_BarChartHeading	Annual Total Returns for Years Ended December 31*
Bar Chart Closing [Text Block]	rr_BarChartClosingTextBlock	Best Quarter (in the last ten years): 3rd quarter 2007, 15.69% Worst Quarter (in the last ten years): 3rd quarter 2008, (6.24)% *The Fund’s calendar year-to-date return as of June 30, 2013 was 3.84%
Performance Table Heading	rr_PerformanceTableHeading	Average Annual Total Returns (for years ended December 31, 2012)
Performance Table Uses Highest Federal Rate	rr_PerformanceTableUsesHighestFederalRate	After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.
Performance Table Not Relevant to Tax Deferred	rr_PerformanceTableNotRelevantToTaxDeferred	Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Performance Table Explanation after Tax Higher	rr_PerformanceTableExplanationAfterTaxHigher	In certain cases the figure representing “Return After Taxes on Distributions and Sale of Fund Shares” may be higher (more favorable) than the other return figures for the same period. A higher after-tax return results when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder.
Performance Table Narrative	rr_PerformanceTableNarrativeTextBlock	After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. In certain cases the figure representing “Return After Taxes on Distributions and Sale of Fund Shares” may be higher (more favorable) than the other return figures for the same period. A higher after-tax return results when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder.
CALDWELL AND ORKIN MARKET OPPORTUNITY FUND | CALDWELL AND ORKIN MARKET OPPORTUNITY FUND
Risk/Return:	rr_RiskReturnAbstract
Redemption fee (as a percentage of amount redeemed within six months of purchase)	rr_RedemptionFeeOverRedemption	2.00%
Management fees	rr_ManagementFeesOverAssets	1.00%
Distribution (12b-1) expenses	rr_DistributionAndService12b1FeesOverAssets	none
Administrative expenses	rr_Component1OtherExpensesOverAssets	0.27%
Interest expense	rr_Component2OtherExpensesOverAssets	0.46%
Dividend Expense on Short Sales of Securities	rr_Component3OtherExpensesOverAssets	0.26%
Total Other Expenses	rr_OtherExpensesOverAssets	0.99%
Acquired Fund Fees and Expenses	rr_AcquiredFundFeesAndExpensesOverAssets	0.04%
Total Annual Fund Operating Expenses	rr_ExpensesOverAssets	2.03%
Waived administrative expenses	rr_FeeWaiverOrReimbursementOverAssets	none	[1]
Net Annual Fund Operating Expenses	rr_NetExpensesOverAssets	2.03%	[2]
1 year	rr_ExpenseExampleYear01	$ 206
3 years	rr_ExpenseExampleYear03	636
5 years	rr_ExpenseExampleYear05	1,092
10 years	rr_ExpenseExampleYear10	$ 2,355
2003	rr_AnnualReturn2003	(6.58%)
2004	rr_AnnualReturn2004	(1.04%)
2005	rr_AnnualReturn2005	(0.13%)
2006	rr_AnnualReturn2006	7.41%
2007	rr_AnnualReturn2007	33.08%
2008	rr_AnnualReturn2008	(4.66%)
2009	rr_AnnualReturn2009	(3.39%)
2010	rr_AnnualReturn2010	(1.01%)
2011	rr_AnnualReturn2011	(0.66%)
2012	rr_AnnualReturn2012	9.83%
Year to Date Return, Label	rr_YearToDateReturnLabel	year-to-date return
Bar Chart, Year to Date Return, Date	rr_BarChartYearToDateReturnDate	Jun. 30, 2013
Bar Chart, Year to Date Return	rr_BarChartYearToDateReturn	3.84%
Highest Quarterly Return, Label	rr_HighestQuarterlyReturnLabel	Best Quarter
Highest Quarterly Return, Date	rr_BarChartHighestQuarterlyReturnDate	Sep. 30, 2007
Highest Quarterly Return	rr_BarChartHighestQuarterlyReturn	15.69%
Lowest Quarterly Return, Label	rr_LowestQuarterlyReturnLabel	Worst Quarter
Lowest Quarterly Return, Date	rr_BarChartLowestQuarterlyReturnDate	Sep. 30, 2008
Lowest Quarterly Return	rr_BarChartLowestQuarterlyReturn	(6.24%)
1 Year	rr_AverageAnnualReturnYear01	9.83%
5 Years	rr_AverageAnnualReturnYear05	(0.10%)
10 Years	rr_AverageAnnualReturnYear10	2.76%
Since Inception	rr_AverageAnnualReturnSinceInception	8.45%	[3]
Inception Date	rr_AverageAnnualReturnInceptionDate	Aug. 24, 1992
CALDWELL AND ORKIN MARKET OPPORTUNITY FUND | Return After Taxes on Distributions | CALDWELL AND ORKIN MARKET OPPORTUNITY FUND
Risk/Return:	rr_RiskReturnAbstract
1 Year	rr_AverageAnnualReturnYear01	9.83%
5 Years	rr_AverageAnnualReturnYear05	(0.49%)
10 Years	rr_AverageAnnualReturnYear10	2.34%
Since Inception	rr_AverageAnnualReturnSinceInception	6.60%	[3]
Inception Date	rr_AverageAnnualReturnInceptionDate	Aug. 24, 1992
CALDWELL AND ORKIN MARKET OPPORTUNITY FUND | Return After Taxes on Distributions and Sale of Fund Shares | CALDWELL AND ORKIN MARKET OPPORTUNITY FUND
Risk/Return:	rr_RiskReturnAbstract
1 Year	rr_AverageAnnualReturnYear01	6.39%
5 Years	rr_AverageAnnualReturnYear05	(0.29%)
10 Years	rr_AverageAnnualReturnYear10	2.14%
Since Inception	rr_AverageAnnualReturnSinceInception	6.32%	[3]
Inception Date	rr_AverageAnnualReturnInceptionDate	Aug. 24, 1992
CALDWELL AND ORKIN MARKET OPPORTUNITY FUND | S&P 500 Total Return Index (reflects no deduction for fees, expenses or taxes)
Risk/Return:	rr_RiskReturnAbstract
1 Year	rr_AverageAnnualReturnYear01	16.00%
5 Years	rr_AverageAnnualReturnYear05	1.66%
10 Years	rr_AverageAnnualReturnYear10	7.10%
Since Inception	rr_AverageAnnualReturnSinceInception	8.44%	[3]

[1] The Fund's administrator has contractually agreed to waive a portion of its fees through August 30, 2014. This agreement may not be terminated or modified prior to this date except with the approval of the Board of Directors. The amount waived for the most recently ended fiscal year was less than 0.01% of the Fund's average annual net assets.

[2] The Net Annual Fund Operating Expenses above does not correlate to the ratio of total expenses provided in the Financial Highlights table of the Fund's Annual Report for the period ended April 30, 2013, as the Financial Highlights table does not include Acquired Fund Fees and Expenses.

[3] Effective August 24, 1992 the Fund commenced active management and 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 August 24, 1992, the Fund was passively managed and indexed to the largest 100 over-the-counter (OTC) stocks.

XML

Label	Element	Value
Risk/Return:	rr_RiskReturnAbstract
Registrant Name	dei_EntityRegistrantName	CALDWELL & ORKIN FUNDS INC
Prospectus Date	rr_ProspectusDate	Aug. 30, 2013
Document Creation Date	dei_DocumentCreationDate	Aug. 28, 2013

XML

CALDWELL AND ORKIN MARKET OPPORTUNITY FUND

Summary Section

Investment Objective

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.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Shareholder Fees	CALDWELL AND ORKIN MARKET OPPORTUNITY FUND
Redemption fee (as a percentage of amount redeemed within six months of purchase)	2.00%

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses		CALDWELL AND ORKIN MARKET OPPORTUNITY FUND
Management fees		1.00%
Distribution (12b-1) expenses		none
Administrative expenses		0.27%
Interest expense		0.46%
Dividend Expense on Short Sales of Securities		0.26%
Total Other Expenses		0.99%
Acquired Fund Fees and Expenses		0.04%
Total Annual Fund Operating Expenses		2.03%
Waived administrative expenses	[1]	none
Net Annual Fund Operating Expenses	[2]	2.03%

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated, and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expense Example (USD $)	1 year	3 years	5 years	10 years
CALDWELL AND ORKIN MARKET OPPORTUNITY FUND	206	636	1,092	2,355

Portfolio Turnover

The Fund pays transaction costs, such as brokerage commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 352% of the average value of its Portfolio.

Principal Investment Strategies of the Fund

C&O Funds Advisor, Inc. (the “Manager” or “We”) 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.

Active asset allocation refers to the way we determine the balance of different types of assets in the Fund at any given time.

Security selection refers to the way we choose the securities we buy or sell short.

Surveillance refers to how we monitor the portfolio.

The Manager’s philosophy in managing the Fund is to focus on risk as well as return. Specifically, we focus on market risk (the risk that the broad market averages decline, taking good companies down with it) and stock selection risk (the risk that a stock underperforms due to company-specific issues). We use active asset allocation strategies to manage the Fund’s exposure to market risk. And we employ a flexible investment style based on fundamental and technical analysis in equity selection to manage stock selection risk. Finally, in surveillance, various monitoring devices are used in order to reduce the risks of making serious mistakes. We generally divide the Fund’s portfolio among three broad categories of assets:

• Long Portfolio - This portion of the Fund is comprised primarily of common stock, exchange-traded funds (“ETFs”), and listed call options we have purchased. The Long Portfolio is comprised of securities our research indicates may increase in price. Generally, when we are “bullish” (when we believe the overall equity markets will rise) the size of the Long Portfolio may increase relative to the size of the overall Fund portfolio.

• Short Portfolio - This portion of our portfolio consists primarily of common stock and ETFs we have borrowed and sold short. The Short Portfolio may at times also include listed put options we have purchased. The Short Portfolio is comprised of securities our research indicates may decrease in price. If the price of a stock sold short decreases before we close the position, we make money. If it increases, we lose money. Generally, when we are “bearish” (when we believe the overall equity markets will fall) the size of the Short Portfolio may increase relative to the size of the overall Fund portfolio.

• Cash / Money Market / Fixed Income Securities - This portion of our portfolio includes cash, cash equivalents (e.g. money market funds and/or U.S. treasury notes) and bonds (i.e., corporate or government bonds), although we generally emphasize cash equivalents more than bonds.

As to the Long and Short Portfolios, we typically invest between 50% and 100% of our net assets in common stocks, ETFs and listed options. Our investments may be made in companies of any size. The Fund may hold up to 60% of its net assets in short positions at any given time, and we may invest up to 25% of the Fund’s assets in equity securities that are issued by foreign issuers and are traded in the United States, and in American Depository Receipts of foreign companies. In addition, we typically invest between 0% and 50% of our net assets in cash / money market / fixed income securities. The corporate bonds we purchase may have any maturity and be of any rating or quality, as long as the Manager believes it is consistent with the Fund’s investment objective.

Thus, the Fund’s theoretical investment latitude is anywhere from 100% net long (100% long positions and 0% cash) to 60% net short (60% short positions and 0% cash), although it is unlikely we would be at those extremes. We believe this wide investment latitude sets the Fund apart from most other mutual funds employing a long/short investment strategy.

In managing the Fund for risk as well as return the Manager’s goal is to make money over a full market cycle, which includes both bull market (rising) and bear market (falling) cycles, but with less stomach churn.

Principal Risks of Investing in the Fund

An investment in the Fund carries risk, and you may lose money on your investment. The principal risks of investing in the Fund are:

• Market risk – In a declining stock market, stock prices for all companies generally may decline, regardless of any one particular company’s own unique prospects. Holdings in the Fund’s short portfolio may cause the Fund to fluctuate independently of stock market indices such as the S&P 500.

• Short sale risk – A short position is established by selling borrowed shares and attempting to buy them back at a lower price in the future. In a rising market, the Fund may lose value on its short sales.

• Business risk – A particular set of circumstances may affect a particular industry or certain companies within the industry, while having little or no impact on other industries or other companies within the industry.

• Small company risk - Stocks of smaller companies may have more risks than those of larger companies. In general, they have less experienced management teams, serve smaller markets and find it more difficult to obtain financing for growth or potential development than do larger companies.

• Market valuation risk - Some companies that are growing very fast have unreasonable valuations by traditional valuation techniques. Since these companies’ stock prices do not reflect the usual relationships between price and corporate earnings or income, their stocks tend to be very volatile and speculative.

• Political risk - Regulation or deregulation of a particular industry can have a material impact on the value of companies within the affected industry.

• Equity securities interest rate risk - Increases in interest rates may lower the present value of a company’s future earnings stream.

• Fixed income securities interest rate risk - The price of a bond or a fixed income security is dependent upon interest rates. Therefore, the share price and total return of fixed income securities will vary in response to changes in interest rates. Falling short-term interest rates may also cause income from short-term money market instruments in which the Fund is invested to decline.

• Credit risk - Bond issuers who are experiencing difficult economic circumstances, either because of a general economic downturn or individual circumstances, may be unable to make interest or principal payments on their bonds when due. These sorts of “credit risks,” reflected in the credit ratings assigned to bond issues by companies like Moody’s or Standard & Poor’s, may cause the price of an issuer’s bond to decline and may affect liquidity for the security.

• Investments in other investment companies – The Fund may invest in shares of other management investment companies, including, but not limited to, money market funds and ETFs, subject to the limitations and requirements of the Investment Company Act of 1940, as amended (the “1940 Act”) and subject to such investments being consistent with the overall objective and policies of the Fund. To the extent that the Fund invests in securities of other investment companies, shareholders in the Fund maybe subject to duplicative advisory and administrative fees.

• Investments in ETFs - To the extent that the Fund takes a long position in an ETF, the Fund will be subject to the risk that the market or sector of the market in which the ETF invests may decline in value. To the extent that the Fund takes a short position in an ETF, the Fund will be subject to the risk that the market or sector of the market in which the ETF invests may increase in value.

• Foreign Securities risk - Investing in foreign securities involves risks not typically associated with investing in U.S. securities, including, but not limited to, fluctuations in exchange rates of foreign currencies; possible imposition of exchange control regulation or currency restrictions that would prevent cash from being brought back to the U.S.; lack of uniform accounting, auditing, and financial reporting standards; lack of uniform settlement periods and trading practices; less liquidity and frequently greater price volatility in foreign markets than in the U.S.; possible expropriation or nationalization of assets; and possible imposition of foreign taxes. Furthermore, the U.S. government has from time-to-time, in the past, imposed restrictions, through taxation and otherwise, on foreign investments by U.S. investors such as the Fund.

• Portfolio turnover risk - Mutual funds are required to distribute their net realized capital gains annually under federal tax laws. The Fund’s investment strategy may involve frequent trading, which leads to high portfolio turnover (e.g., 352%, 517% and 493% for the fiscal years ended April 30, 2013, 2012 and 2011, respectively) and could generate potentially large amounts of net realized capital gains in a given year. Higher portfolio turnover may also result in higher brokerage costs for the Fund.

Risk/Return Bar Chart and Table

The following performance information provides some indication of the risks of investing in the Fund. The bar chart below illustrates how the Fund’s total returns have varied from year to year. The table below illustrates how the Fund’s average annual total returns for 1, 5 and 10 years compare with those of a broad measure of market performance. The Fund’s past performance (both before and after taxes) is not necessarily an indicator of how the Fund will perform in the future. Updated performance information is available on the Fund’s website at www.CaldwellOrkinFunds.com or by calling the Fund toll-free at 1-800-467-7903.

Annual Total Returns for Years Ended December 31*

Best Quarter (in the last ten years): 3rd quarter 2007, 15.69%
Worst Quarter (in the last ten years): 3rd quarter 2008, (6.24)%
*The Fund’s calendar year-to-date return as of June 30, 2013 was 3.84%

Average Annual Total Returns
(for years ended December 31, 2012)

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. In certain cases the figure representing “Return After Taxes on Distributions and Sale of Fund Shares” may be higher (more favorable) than the other return figures for the same period. A higher after-tax return results when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the shareholder.

Average Annual Total Returns	1 Year	5 Years	10 Years	Since Inception		Inception Date
CALDWELL AND ORKIN MARKET OPPORTUNITY FUND	9.83%	(0.10%)	2.76%	8.45%	[1]	Aug. 24, 1992
CALDWELL AND ORKIN MARKET OPPORTUNITY FUND Return After Taxes on Distributions	9.83%	(0.49%)	2.34%	6.60%	[1]	Aug. 24, 1992
CALDWELL AND ORKIN MARKET OPPORTUNITY FUND Return After Taxes on Distributions and Sale of Fund Shares	6.39%	(0.29%)	2.14%	6.32%	[1]	Aug. 24, 1992
CALDWELL AND ORKIN MARKET OPPORTUNITY FUND S&P 500 Total Return Index (reflects no deduction for fees, expenses or taxes)	16.00%	1.66%	7.10%	8.44%	[1]

[1] The Fund's administrator has contractually agreed to waive a portion of its fees through August 30, 2014. This agreement may not be terminated or modified prior to this date except with the approval of the Board of Directors. The amount waived for the most recently ended fiscal year was less than 0.01% of the Fund's average annual net assets.

[2] The Net Annual Fund Operating Expenses above does not correlate to the ratio of total expenses provided in the Financial Highlights table of the Fund's Annual Report for the period ended April 30, 2013, as the Financial Highlights table does not include Acquired Fund Fees and Expenses.

[1] Effective August 24, 1992 the Fund commenced active management and 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 August 24, 1992, the Fund was passively managed and indexed to the largest 100 over-the-counter (OTC) stocks.

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Document and Entity Information	12 Months Ended
	Aug. 30, 2013
Risk/Return:
Document Type	485BPOS
Document Period End Date	Apr. 30, 2013
Registrant Name	CALDWELL & ORKIN FUNDS INC
Central Index Key	0000864230
Amendment Flag	false
Document Creation Date	Aug. 28, 2013
Document Effective Date	Aug. 30, 2013
Prospectus Date	Aug. 30, 2013