[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 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

   
May 16, 1997
    





                                  EXHIBIT 23.2