This statement on Schedule 13D relates to the common stock, par value $.0001 per share ("Common Stock"), of Phoenix Metals U.S.A. II, Inc., a Nevada corporation ("Phoenix Metals"). The principal executive offices of Phoenix Metals are located at 801 South Rampart Boulevard, Suite 178, Las Vegas, Nevada 89128.

          This statement is filed jointly by Robert F. and Diana Lee Flaherty, husband and wife. Their business address is 801 South Rampart Boulevard, Suite 178, Las Vegas, Nevada 89128. Mrs. Flaherty's principal occupation is Chairperson of the Board of Directors, Secretary and Treasurer of Phoenix Metals. Mr. Flaherty's principal occupation is Director and President of Phoenix Metals.

          Mrs. Flaherty has not during the past five years been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining, prohibiting or mandating activities subject to federal or state securities laws, or finding any violation with respect to such laws. Also, Mr. Flaherty has not during the past five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

          In February 1998, a Judgment of Permanent Injunction and Other Relief was entered in the United States District Court, Central District of California, Western Division against Phoenix Metals and Mr. Flaherty, enjoining each of them from violating Section 17(a) of the Securities Act of 1933, as amended, Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 thereunder, and enjoining Mr. Flaherty from future violations of Section 15(a)(1) of the Exchange Act. The injunction was sought by the U.S. Securities and Exchange Commission (the "SEC") as a result of allegations that Phoenix Metals and Mr.  Flaherty made material misrepresentations to investors and that funds raised were used personally by Mr. Flaherty. Phoenix Metals and Mr. Flaherty consented to the permanent injunction without admitting or denying the allegations.

          In May 1998, the court entered a Final Judgment of Disgorgement against Phoenix Metals and Mr. Flaherty. In that order, the court ordered that neither Phoenix Metals nor Mr. Flaherty would be required to pay a disgorgement amount, subject to the accuracy of the representations made by Phoenix Metals and Mr. Flaherty regarding amounts spent for company expenditures. The court retained jurisdiction to order disgorgement in the event such representations are false, misleading, inaccurate or incomplete; but to date no additional actions have been brought by the SEC against Phoenix Metals or Mr. Flaherty.

          Not applicable.

          This statement is being filed to report the beneficial ownership of Mr. and Mrs. Flaherty. This statement is required as a result of the filing by Phoenix Metals of a Form 10-SB, as amended ("Form 10-SB") with the SEC on May 24, 2000, to become a reporting company under the Exchange Act.

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Phoenix Metals filed the Form 10-SB to comply with the Eligibility Rule for the Nasdaq Over-the-Counter Bulletin Board. Mr. and Mrs. Flaherty have been the controlling stockholders of Phoenix Metals since June1993.

          1.     (a)     Mrs. Flaherty owns 93,712,136 shares of Common Stock which represents 49.9%¹ of the total issued and outstanding Common Stock of Phoenix Metals.

                  (b)     (i)     Mrs. Flaherty has sole power to vote 85,407,012 shares.

                           (ii)     Mrs. Flaherty has shared power to vote 8,305,124 shares. This number includes 6,771,362 shares of Common Stock owned by Robert F. & Diana L. Flaherty, Inc. and 1,533,762 shares of Common Stock owned by Dynasty Corporation of Nevada, Inc., each a Nevada corporation of which Mr. and Mrs. Flaherty are the sole stockholders.

                          (iii)     Mrs. Flaherty has sole power to dispose of 85,407,012 shares.

                          (iv)     Mrs. Flaherty has shared power to dispose of 8,305,124 shares. This number includes 6,771,362 shares of Common Stock owned by Robert F. & Diana L. Flaherty, Inc. and 1,533,762 shares of Common Stock owned by Dynasty Corporation of Nevada, Inc., each a Nevada corporation of which Mr. and Mrs. Flaherty are the sole stockholders.

                  (c)      Not applicable.

                  (d)     Diana Lee and Robert F. Flaherty are husband and wife and as such the right to receive or direct dividends or proceeds from the sale of any shares of Common Stock may be affected by community property laws. The shares reported for Mrs. Flaherty in this Schedule 13D do not include 77,763,007 shares of Common Stock beneficially owned by her husband, and Mrs. Flaherty expressly disclaims beneficial ownership of such shares.

                  (e)     Not applicable.

          2.     (a)     Mr. Flaherty owns 86,068,131 shares of Common Stock which represents 45.8%¹  of the total issued and outstanding Common Stock of Phoenix Metals.

                  (b)     (i)     Mr. Flaherty has sole power to vote 77,763,007 shares.

                           (ii)     Mr. Flaherty has shared power to vote 8,305,124 shares. This number includes 6,771,362 shares of Common Stock owned by Robert F. & Diana L. Flaherty, Inc. and 1,533,762 shares of Common Stock owned by Dynasty Corporation of Nevada, Inc., each a Nevada corporation of which Mr. and Mrs. Flaherty are the sole stockholders.

                           (iii)     Mr. Flaherty has sole power to dispose of 77,763,007 shares.

____________________
¹ Based on 187,746,168 shares of Common Stock issued and outstanding as of August 2, 2000.

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                           (iv)     Mr. Flaherty has shared power to dispose of 8,305,124 shares number includes 6,771,362 shares of Common Stock owned by Robert F. & Diana L. Flaherty, Inc. and 1,533,762 shares of Common Stock owned by Dynasty Corporation of Nevada, Inc., each a Nevada corporation of which Mr. and Mrs. Flaherty are the sole stockholders.

                  (c)     On June 8, 2000, 55,000,000 shares of Common Stock were issued to Mr. Flaherty as a result of a series of issuance and rescission transactions resulting from an erroneous issuance of Common Stock by Phoenix Metals. In November 1999, Phoenix Metals issued 55,000,000 shares of Common Stock to Robert F. & Diana L. Flaherty, Inc. in exchange for certain rights to existing third-party contracts. In February 2000, Phoenix Metals rescinded the transaction and the issuance and requested the return of the shares. The shares were to come from the holdings of Mr. Flaherty, not a new issuance by Phoenix Metals. Subsequently, 55,000,000 shares held by Mr. Flaherty were transferred to Phoenix Metals and cancelled to return to Phoenix Metals the shares issued in error. Mr. Flaherty was to be reimbursed for the shares transferred to Phoenix Metals on the return to the transfer agent of the certificates representing the shares erroneously issued in November 1999. As a result of the foregoing, Mr. Flaherty was re-issued the 55,000,000 shares in June 2000. Since the shares issued were to replace shares previously surrendered to Phoenix Metals, no additional consideration was paid in this transaction for the shares.

                  (d)     Diana Lee and Robert F. Flaherty are husband and wife and as such the right to receive or direct dividends or proceeds from the sale of any shares of Common Stock may be affected by community property laws. The shares reported for Mr. Flaherty in this Schedule 13D do not include 85,407,012 shares of Common Stock beneficially owned by his wife, and Mr. Flaherty expressly disclaims beneficial ownership of such shares.

                   (e)     Not applicable.

          Mrs. and Mr. Flaherty are husband and wife.

          Attached hereto as Exhibit A is a copy of the agreement between Mrs. and Mr. Flaherty whereby they agree and consent to have this statement filed jointly on their behalf pursuant to Rule 13d-1(k) of the Exchange Act.

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          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.

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               The Undersigned hereby agree pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, that the Schedule 13D dated August 3, 2000 which relates to the common stock, par value $.001 per share, of Phoenix Metals U.S.A. II, Inc, a Nevada corporation, shall be filed jointly on behalf of each of them because of their status as husband and wife. The undersigned agree further that any amendments to the Schedule 13D shall be also filed jointly on their behalf.