UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~July~~October 1612, 2018

U-Mind Space, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Wyoming	333-185146	45-4924646
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)
(State Or Other Jurisdiction Of Incorporation Or Organization)	(Commission File No.)	(Irs Employee Identification No.)

99106 ~~South~~E. ~~Almaden~~Lincolnway Blvd. ~~Suite~~Ste ~~600~~307

~~San Jose~~Cheyenne, CAWY ~~95113~~82001

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(408) 402-1573

(ISSUER TELEPHONE NUMBER)

99 South Almaden Blvd. Suite 600

San Jose, CA 95113

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 4.~~01.~~02 ~~Changes~~Non-Reliance inon ~~Registrant's~~Previously ~~Certifying~~Issued ~~Accountant.~~Financial Statements or a Related Audit Report or Completed Interim Review

(On October 12, 2018, the Board of Directors of U-Mind Space, Inc., a Wyoming corporation (the "Company"), ~~Dismissal~~function as the Company's Audit Committee, determined that certain of ~~Independent~~the ~~Registered~~Company's ~~Public~~previously ~~Accounting~~filed ~~Firm~~financial statements can no longer be relied upon. While preparing the Annual Report on Form 10-K for the fiscal year ended December 31, 2017, the Company's management became aware of an issue affecting the Company's previously filed financial statements, described in more detail below. Accordingly, the Company's management, in conjunction with the Board of Directors, has determined that the Company's financial statements in the following report should no longer be relied upon:

~~On July 16, 2018, U~~-~~Mind~~ ~~Space,~~Annual ~~Inc.,~~Report aon ~~Wyoming~~Form ~~corporation~~10-K (for the ~~"Company"),~~year ~~dismissed~~ended ~~Michael~~December ~~Gillespie & Associates~~31, ~~PLLC ("G&A") as the Company's independent registered public accounting firm~~2016. ~~The decision to change the Company's independent registered public accounting firm was made by the Company's Board of Directors (the "Board").~~

G&A was engaged by the Company (formerly known as Orion Financial Group, Inc.) on September 6, 2017, and reviewed the Quarterly Report on form 10-Q for the quarter ended September 30, 2017. G&A did not provide any audit reports to the Company, and as such, there were no adverse opinions or disclaimers of opinion and no qualifications or modifications as to uncertainty, audit scope or accounting principles.Background

~~During~~Change the Company's most recent fiscal years ended December 31, 2017, and during the subsequent interim period from January 1, 2018 through July 16, 2018, (i) there were no disagreements with G&A on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to G&A's satisfaction, would have caused G&A to make reference to the subject matter of the disagreement in ~~connection with its reports and (ii) there were no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.~~Management

~~The~~As ~~Company~~noted ~~has~~in ~~provided~~previously ~~G&A~~filed ~~with~~reports ~~a copy~~ of the ~~disclosures~~Company, ~~required~~a bychange ~~Item~~of ~~304(a)~~control ~~contained~~of inthe ~~this~~Company ~~Report~~occurred on ~~Form~~August ~~8-K~~31, ~~and~~2017, ~~has~~when ~~requested~~the ~~that~~previous ~~G&A~~majority ~~furnish~~controlling ~~the~~stockholder ~~Company~~sold ~~with~~93,522,000 ashares ~~letter~~of ~~addressed to~~ the ~~Securities~~Company's ~~and~~common ~~Exchange~~stock ~~Commission~~to ~~stating~~Sehee ~~whether~~Lee. In ~~G&A~~connection ~~agrees~~ with the ~~statements~~change ~~made~~of bycontrol ~~the~~transaction, ~~registrant~~Mr. inLee ~~this~~was ~~Form~~appointed ~~8-K~~as ~~and,~~Chairman ifof ~~not, stating~~ the ~~respects~~Board inof ~~which~~Directors, itand ~~does~~Jae ~~not~~Yoon ~~agree.~~Chung Awas ~~copy~~appointed ofas ~~G&A's~~President, ~~letter~~Chief ~~dated~~Executive ~~July 16~~Officer, ~~2018,~~and isChief ~~filed~~Financial ~~as Exhibit 16~~Officer.~~1 to this Form 8-K.~~

~~(b)~~In ~~Engagement~~connection with the change of ~~New~~control ~~Independent~~and ~~Registered~~change ~~Public~~of ~~Accounting~~management ~~Firm~~of the Company, Mr. Lee and Mr. Chung received few records of the Company's prior operations, and efforts to become compliant in the Company's reporting obligations have been hampered by the lack of documentation to use to prepare the required financial statements.

OnChanges ~~July~~in ~~18, 2018, the Company's Board of Directors approved the engagement of Malone Bailey LLP, of Houston, Texas ("Malone Bailey"), as the Company's independent registered public accounting firm.~~Auditors

ByShortly ~~way~~thereafter, ofon ~~background~~September 6, ~~Malone~~2017, ~~Bailey~~Debra ~~previously~~L. ~~was~~Lindaman ~~engaged~~of asDLL CPAs, LLC ("DLL") notified the Company's ~~independent~~that ~~registered~~she ~~public~~was ~~accounting~~winding ~~firm~~down ~~from~~her ~~2013~~PCAOB ~~through~~firm ~~Malone~~for ~~Bailey's~~SEC ~~resignation~~audits. onAs ~~June~~a 1result, ~~2017. Malone~~she ~~Bailey~~resigned ~~previously~~as ~~audited~~ the Company's ~~financial~~independent ~~statements~~registered ~~for~~public ~~the~~accounting ~~years~~firm ~~ended~~of ~~December~~the ~~31, 2012 and 2013~~Company. Following ~~Malone Bailey~~DLL's resignation ~~on June 1~~, ~~2017, on August 10, 2017,~~ the Company engaged ~~DLL~~Michael ~~CPAs~~Gillespie & Associates, ~~LLC~~PLLC ("~~DLL~~Gillespie"), ~~which~~as ~~audited~~ the Company's ~~financial~~new ~~statements~~independent ~~for~~principal ~~the~~accountant ~~years~~to ~~ended~~audit ~~December~~the ~~31,~~Company's ~~2014,~~financial ~~2015,~~statements and ~~2016. DLL~~to ~~resigned~~perform onreviews ~~September~~of 6,interim ~~2017,~~financial ~~because it was winding down its accounting practice~~statements. ~~On September 6, 2017, the Company engaged G&A.~~

~~Subsequent~~On toJuly ~~G&A's~~16, ~~appointment~~2018, the Company ~~underwent~~Gillespie aas ~~change~~the inCompany's ~~control~~independent registered public accounting firm, asand ~~noted~~on inJuly 18, 2018, the Company's ~~Current~~Board ~~Report~~of onDirectors ~~Form~~approved ~~8-K~~the engagement of Malone Bailey LLP, ~~filed~~of onHouston, ~~September~~Texas 8("Malone Bailey"), ~~2017~~as the Company's independent registered public accounting firm.

~~Since~~DLL ~~the~~had ~~change~~audited ~~in control,~~ the Company ~~has not consulted with Malone Bailey prior to its appointment as the Company~~'s ~~independent~~financial ~~registered~~statements ~~public~~for ~~accounting firm with respect to~~ the ~~application~~years ofending ~~accounting~~December ~~principles~~31, ~~to a specified transaction~~2014, ~~either completed or proposed~~2015, orand ~~the~~2016. The ~~type~~Company ofhas ~~audit~~repeatedly ~~opinion~~attempted ~~that~~to ~~might~~contact beDLL ~~rendered~~and onMs. ~~Registrant's consolidated financial statements~~Lindaman, orand ~~any~~has ~~other~~been ~~matters~~unsuccessful ~~or reportable events as defined~~ in ~~Items~~its ~~304(a)(2)(i)~~attempts ~~and~~to ~~(ii)~~contact ofDLL ~~Regulation~~or ~~S-K~~Ms. Lindaman.

~~Item~~Preparation ~~9.01~~of ~~Financial~~2016 ~~Statements~~ and ~~Exhibits~~2017 Financial Statements

~~(d)~~In ~~Exhibits~~connection with the preparation of the financial statements for the years ended December 31, 2016 and 2017, and the interim periods, the Company determined that in the prior periods covered by the report listed above, the Company had issued stock for services and for debt, and had accounted for the issuances using the par value of the stock, rather than the fair value method.

Exhibit No.	Description of Exhibit
16.1	Letter dated July 16, 2018, from Michael Gillespie & Associates, PLLC to the Securities and Exchange Commission.

Accordingly, the Company's Board of Directors has determined that the financial statements in the report listed above should no longer be relied upon.

Also, the Company notes that the certifications filed with the listed report were signed by prior management, and not by Mr. Chung, who became an officer following the change of control.

In lieu of amending the Company's annual report on Form 10-K for the period ended December 31, 2016, management plans to include the restated 2016 financial information in its annual report on Form 10-K for the year ended December 31, 2017, which is expected to be filed in the near future.

The Board of Directors has discussed the issues described above with the Company's current independent registered public accounting firm, MaloneBailey, LLP, as well as the effectiveness of the Company's disclosure controls and procedures and internal controls over financial reporting, and the determination that the above-referenced financial statements should no longer be relied upon. The Company notes that the accounting issues arose prior to the change of control, and that current management did not sign any certifications relating to the report listed above. The Company further notes that the Company had previously concluded that its disclosure controls and procedures were not effective, as noted in the report listed above.

The Company has provided to MaloneBailey, LLP a copy of this Current Report on Form 8-K and the disclosures made in response to Item 4.02 above, for their review and comment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	U-Mind Space, Inc.
Date: July 19, 2018
Date: October 18, 2018
	By: /s/ Jae Yoon Chung
	Name: Jae Yoon Chung
	Title: President, Chief Executive Officer

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