[LETTERHEAD OF TOBACK CPAs, P.C.]






                          INDEPENDENT AUDITORS' CONSENT



   
     We consent to the inclusion in the  Registration  Statement on Form S-11 of
UP Sedona,  Inc. of our report dated February 6, 1997,  except for Note 1, as to
which the date is May 30, 1997 on our audit of the  balance  sheet of UP Sedona,
Inc. as of December 31, 1996. We also consent to the reference to our Firm under
the caption "Experts".
    


                                   /s/ Toback CPAs, P.C.
                                   ---------------------------
                                   TOBACK CPAs, P.C.


Phoenix, Arizona
   
June 3, 1997
    


                                  EXHIBIT 23.2