schedule13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Spherix Incorporated

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

84842R304

(CUSIP Number)

5/31/13

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 84842R304	13G	Page 2 of 10 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) U.S. Commonwealth Life A.I. 660725782
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ]
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Puerto Rico

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 110,000
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 110,000

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,000 (See Item 4)
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.41%
12.		TYPE OF REPORTING PERSON (see instructions) IC

CUSIP No. 84842R304		13G		Page 3 of 10 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Candice Merren Yates
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ]
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 110,000
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 110,000

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,000 (See Item 4)
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.41%
12.		TYPE OF REPORTING PERSON (see instructions) IN; HC

CUSIP No. 84842R304		13G		Page 4 of 10 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Colleen Artuch
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ]
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 110,000
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 110,000

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,000 (See Item 4)
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.41%
12.		TYPE OF REPORTING PERSON (see instructions) IN; HC


CUSIP No. 84842R304	13G	Page 5 of 10 Pages

Item 1.

	(a)	Name of Issuer Spherix Incorporated

	(b)	Address of Issuer’s Principal Executive Offices 7927 Jones Branch Drive, Suite 3125, Tysons Corner, VA 22102

Item 2.

	(a)	Name of Person Filing

	(b)	Address of the Principal Office or, if none, residence

	(c)	Citizenship This Schedule 13G is being filed on behalf of (i) U.S. Commonwealth Life A.I., a Puerto Rico insurance company (“USL”), (ii) Candice Merren Yates, an individual who is a citizen of Canada (“Ms. Yates”) and (iii) Colleen Artuch, an individual who is a citizen of Canada (“Ms. Artuch,” together with USL and Ms. Yates, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. The principal business office of all of the Reporting Persons is c/o U.S. Commonwealth Life, A.I., Aon Center 304, Ponce de Leon Avenue, Suite 1000, San Juan, Puerto Rico 00919.

	(d)	Title of Class of Securities Common Stock, par value $0.0001 per share

	(e)	CUSIP Number 84842R304

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	[X]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	[ ]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


	(a)	Amount beneficially owned: 110,000 (1)

	(b)	Percent of class: 13.41% (1)

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote: 0.

		(ii)	Shared power to vote or to direct the vote: 110,000.

		(iii)	Sole power to dispose or to direct the disposition of : 0 .

		(iv)	Shared power to dispose or to direct the disposition of : 110,000

(1) As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 110,000 shares of Common Stock held by U.S. Commonwealth Life A.I. (“USL”), and such shares of Common Stock represent beneficial ownership of approximately 13.41% of the Common Stock, based on 820,518 shares of Common Stock issued and outstanding on May 31, 2013.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Instruction. Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.


CUSIP No. 84842R304	13G	Page 7 of 10 Pages

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Item 8. Identification and Classification of Members of the Group.

See Exhibit 1.

Item 9. Notice of Dissolution of Group.

Item 10. Certification.


			By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 84842R304	13G	Page 8 of 10 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


June 11, 2013	U.S. Commonwealth Life A.I.

	By: /s/ Candice Merren Yates Name: Candice Merren Yates Title: Authorized Signatory By: /s/ Colleen Artuch Name: Colleen Artuch Title: Authorized Signatory

CUSIP No.

84842R304

Schedule 13G

Page 9 of 10 Pages

EXHIBIT INDEX


Exhibit 1	Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.