INNOVUS CORP
S-3/A, 1998-08-04
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     As filed with the Securities and Exchange Commission on August 4, 1998.
                                                      Registration No. 333-16295
- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------


                                   FORM S-3/A
                         POST-EFFECTIVE AMENDMENT NO. 1
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------


                               INNOVUS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                  Delaware                          87-0461856
     (State of Other Jurisdiction of            (I.R.S. Employer
     Incorporation or Organization)             Identification Number)

                              2060 East 2100 South
                           Salt Lake City, Utah 84109
                                 (801) 463-8200
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                                  TERRY R. HAAS
                                    President
                              2060 East 2100 South
                           Salt Lake City, Utah 84109
                                 (801) 463-8200
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                             ----------------------

                                   Copies to:

                                Richard T. Beard
                                Paul H. Shaphren
                         Callister Nebeker & McCullough
                          Gateway Tower East, Suite 900
                              10 East South Temple
                           Salt Lake City, Utah 84133
                                 (801) 530-7300

                             ----------------------


         Approximate  date of commencement of proposed sale to the public:  From
time to time after this Registration Statement becomes effective.

         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box: |_|

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, check the following box: |X|

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
registration statement for the same offering. |_|

<PAGE>

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. |X|

         If delivery of the prospectus is expected  to be made pursuant  to Rule
434, please check the following box.  |_|

         Explanatory Note: This  Post-effective  Amendment is being filed solely
to remove from  registration  shares which remained unsold at the termination of
the offering pursuant to undertaking A(3) contained in the original Registration
Statement.

                                      - 2 -
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-3  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Salt Lake City, State of Utah, on July 30, 1998.


                                                   INNOVUS CORPORATION



                                                   By: /s/ David Mock 
                                                      -------------------------
                                                       David Mock
                                                       Chairman

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