[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, 19977 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
February 28, 1997





                                  EXHIBIT 23.2