UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 6-K

    REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934


                         For the month of OCTOBER, 2005.

                         Commission File Number: 0-30390


                             ROCHESTER RESOURCES LTD
- --------------------------------------------------------------------------------
                 (Translation of registrant's name into English)

 #1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Indicate by check mark whether the registrant  files or will file annual reports
under cover of Form 20-F or Form 40-F:   FORM 20-F  [X]   FORM 40-F  [ ]

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this Form,  is also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf of the
undersigned, thereunto duly authorized.

                                           ROCHESTER RESOURCES LTD

Date:   October 17, 2005                   /s/ Nick DeMare
      -----------------------------        -------------------------------------
                                           Nick DeMare,
                                           Director





                            ROCHESTER RESOURCES LTD.

      #1305 - 1090 West Georgia Street Vancouver, British Columbia, V6E 3V7
                    Phone: (604) 685-9316 Fax: (604) 683-1585
                          TSX Venture: RCT OTCBB: RCTFF

- --------------------------------------------------------------------------------



                       PRESIDENT'S REPORT TO SHAREHOLDERS


During the 2005  fiscal  year,  the  Company  conducted  a detailed  exploration
program at its El Nayar silver-gold  Project (6,835 hectares),  in the Mezquites
Mining District,  state of Nayarit,  Mexico. The geological work program focused
on a 1.0 km by 1.0 km sector of steep  mountainous  terrain named La Castellana,
where old mine workings exist. The results of this program  demonstrate that the
observed mineralization takes the form of steep narrow veins which would require
underground  mining and  conventional  milling (the ore would not be amenable to
open pit mining or heap leaching).  Whereas the property has excellent  residual
exploration  potential,  it does not meet the  Company's  objective of providing
near term production. Accordingly, the Company wrote off $703,058 of acquisition
and exploration  costs. It was  disappointing  that the El Nayar Project was not
successful.  However,  the Company  believes that it should continue to focus on
acquiring silver properties in Mexico.

On June 29, 2005,  Mr. Nick DeMare  resigned as President and Mr. Des O'Kell was
appointed  President and CEO of the Company.  Mr. O'Kell has 16 years operations
and finance  experience  in the public  marketplace.  Since 1998 Mr.  O'Kell has
headed the firm Eland  Jennings  Investor  Services which enjoyed the success of
providing  consulting  services  to a  range  of  private  and  publicly  traded
corporations  seeking financings,  listings and communications to the investment
community.

On August 25, 2005, the Company  completed a consolidation  of its share capital
on a 1 new for 10 old basis and changed its name from Hilton  Resources  Ltd. to
Rochester  Resources Ltd. The share  consolidation  was considered  necessary to
attract new capital.

As of the date of this report, the Company is actively  reviewing  opportunities
to acquire a property with significant development potential.

On behalf of the Board,


/s/ DES O'KELL

Des O'Kell,
President, CEO and acting CFO
October 17, 2005