================================================================================
                                  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)
                                  April 7, 2005


                             INSTAPAY SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Utah                        0-17462                87-0404991
(State or other jurisdiction of        (Commission            (IRS Employer
incorporation or organization)         File Number)          Identification No.)



                           236 Third Avenue - Suite A
                              Chula Vista, CA 91910
                     (Address of principal executive office)


                                 (714) 580-7469
              (Registrant's telephone number, including area code)


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:

[ ]   Written communications 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))

================================================================================

<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On April 12, 2005, InstaPay Systems Inc. ("InstaPay"), and Harry Hargens
("Hargens"), previously InstaPay's President and Chief Executive Officer, as
well as a director on the board of directors, entered into a definitive Purchase
and Sale Agreement (the "Purchase Agreement"), which contained the terms of the
sale of Kryptosima LLC ("Kryptosima") to Hargens (the "Acquisition"). On that
same day InstaPay and Kryptosima entered into a Promissory Note (the "Note") as
Attachment A to the Purchase Agreement, which contained the terms to which the
sale amount shall be paid.

      According to the terms of the Purchase Agreement, Hargens is to pay
InstaPay $500,000 over a seven year period as per the terms in the Note. In
addition to the purchase price, the liabilities will be determined as per
Attachment B to the Purchase Agreement

      The terms of the Note include a zero percent (0%) interest, with payments
made annually to InstaPay beginning April 1, 2006. The payments will be
twenty-five percent (25%) of the net income of the full fiscal year. InstaPay
will hold a security interest on the two patents until the Note is paid in full.


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.


      Effective April 7, 2005, Mr. Thomas Tesmer and Mr. Gregory Lewis resigned
from the Board of Directors. Their reason for resignation was lack of time and
commitment to InstaPay's future endeavors.

      On April 12, 2005, Harry Hargens resigned as President and Chief Executive
Officers as well as a director of InstaPay. His reason for resignation was to
pursue the growth of Kryptosima after the divesture from InstaPay. Mr. R.B.
Harris, InstaPay's Chairman will be acting as an interim President and Chief
Executive Officer until InstaPay appoints a new executive to replace Mr.
Hargens. The current InstaPay Board is comprised of four directors who have been
on the Board since prior to the initial acquisition of Kryptosima: R.B. Harris
(Chairman), Aubrye Harris (secretary), Frank DeSantis and Song LiPing. The
committees of the Board are comprised of the same directors as the Board
Committees of InstaPay before the Purchase Agreement.

ITEM 8.01 OTHER EVENTS.

      Previously InstaPay utilized Mr. Hargens' address as its mailing address
of record. Effective with the resignation of Mr. Hargens, InstaPay will utilize
its counsel's address as the address of record. That address is: 236 Third
Avenue - Suite A Chula Vista, CA 91910

      The information contained in this Item 8.01 shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be incorporated by reference in any filing made by the
Registrant pursuant to the Securities Act of 1933, as amended, other than to the
extent that such filing incorporates by reference any or all of such information
by express reference thereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      4.1   Purchase and Sale Agreement between InstaPay and Hargens dated April
            12, 2005

<PAGE>

                                   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 thereunto duly authorized.

                          INSTAPAY SYSTEMS, INC.

                          By:      /S/ R.B.HARRIS
                                   R.B. Harris
                                   Chairman, Interim President & Chief Executive
                                   Officer, Acting Chief Financial Officer

                          By:      /S/ FRANK DESANTIS
                                   Frank DeSantis
                                   Director, General Counsel

                          By:      /S/ SONG LIPING
                                   ---------------
                                   Song LiPing
                                   Director, International Advisor

                          By:      /S/ AUBRYE HARRIS
                                   -----------------
                                   Aubrye Harris
                                  Director, Secretary

Dated: April 12, 2005

<PAGE>

                                  EXHIBIT INDEX

Exhibit 4.1  --   Purchase and Sale Agreement between InstaPay and Hargens dated
                  April 12, 2005
{"company-data": {"conformed-name": "INSTAPAY SYSTEMS INC", "cik": "0000846494", "assigned-sic": "7389", "irs-number": "870404991", "state-of-incorporation": "UT"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17462", "film-number": "05746873"}, "business-address": {"street1": "1152 N MOUNTAIN AVE #210", "city": "UPLAND", "state": "CA", "zip": "91786", "phone": "9099826321"}, "mail-address": {"street1": "1042 N MOUNTAIN AVENUE #B348", "city": "UPLAND", "state": "CA", "zip": "91786"}, "former-company": {"former-conformed-name": "FILMAGIC ENTERTAINMENT CORPORATION", "date-changed": "19980414"}}
================================================================================
                                  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)
                                  April 7, 2005

                             INSTAPAY SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Utah                        0-17462                87-0404991
(State or other jurisdiction of        (Commission            (IRS Employer
incorporation or organization)         File Number)          Identification No.)

                           236 Third Avenue - Suite A
                              Chula Vista, CA 91910
                     (Address of principal executive office)

                                 (714) 580-7469
              (Registrant's telephone number, including area code)

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:

[ ]   Written communications 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))

================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On April 12, 2005, InstaPay Systems Inc. ("InstaPay"), and Harry Hargens
("Hargens"), previously InstaPay's President and Chief Executive Officer, as
well as a director on the board of directors, entered into a definitive Purchase
and Sale Agreement (the "Purchase Agreement"), which contained the terms of the
sale of Kryptosima LLC ("Kryptosima") to Hargens (the "Acquisition"). On that
same day InstaPay and Kryptosima entered into a Promissory Note (the "Note") as
Attachment A to the Purchase Agreement, which contained the terms to which the
sale amount shall be paid.

      According to the terms of the Purchase Agreement, Hargens is to pay
InstaPay $500,000 over a seven year period as per the terms in the Note. In
addition to the purchase price, the liabilities will be determined as per
Attachment B to the Purchase Agreement

      The terms of the Note include a zero percent (0%) interest, with payments
made annually to InstaPay beginning April 1, 2006. The payments will be
twenty-five percent (25%) of the net income of the full fiscal year. InstaPay
will hold a security interest on the two patents until the Note is paid in full.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

      Effective April 7, 2005, Mr. Thomas Tesmer and Mr. Gregory Lewis resigned
from the Board of Directors. Their reason for resignation was lack of time and
commitment to InstaPay's future endeavors.

      On April 12, 2005, Harry Hargens resigned as President and Chief Executive
Officers as well as a director of InstaPay. His reason for resignation was to
pursue the growth of Kryptosima after the divesture from InstaPay. Mr. R.B.
Harris, InstaPay's Chairman will be acting as an interim President and Chief
Executive Officer until InstaPay appoints a new executive to replace Mr.
Hargens. The current InstaPay Board is comprised of four directors who have been
on the Board since prior to the initial acquisition of Kryptosima: R.B. Harris
(Chairman), Aubrye Harris (secretary), Frank DeSantis and Song LiPing. The
committees of the Board are comprised of the same directors as the Board
Committees of InstaPay before the Purchase Agreement.

ITEM 8.01 OTHER EVENTS.

      Previously InstaPay utilized Mr. Hargens' address as its mailing address
of record. Effective with the resignation of Mr. Hargens, InstaPay will utilize
its counsel's address as the address of record. That address is: 236 Third
Avenue - Suite A Chula Vista, CA 91910

      The information contained in this Item 8.01 shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be incorporated by reference in any filing made by the
Registrant pursuant to the Securities Act of 1933, as amended, other than to the
extent that such filing incorporates by reference any or all of such information
by express reference thereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      4.1   Purchase and Sale Agreement between InstaPay and Hargens dated April
            12, 2005
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 thereunto duly authorized.

                          INSTAPAY SYSTEMS, INC.

                          By:      /S/ R.B.HARRIS
                                   R.B. Harris
                                   Chairman, Interim President & Chief Executive
                                   Officer, Acting Chief Financial Officer

                          By:      /S/ FRANK DESANTIS
                                   Frank DeSantis
                                   Director, General Counsel

                          By:      /S/ SONG LIPING
                                   ---------------
                                   Song LiPing
                                   Director, International Advisor

                          By:      /S/ AUBRYE HARRIS
                                   -----------------
                                   Aubrye Harris
                                  Director, Secretary

Dated: April 12, 2005
EXHIBIT INDEX

Exhibit 4.1  --   Purchase and Sale Agreement between InstaPay and Hargens dated
                  April 12, 2005