EXHIBIT 12.1

                          CERTIFICATION OF NICK DEMARE
                           PURSUANT TO RULE 13A-14(A)







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                                  EXHIBIT 12.1

                   CERTIFICATION PURSUANT TO RULE 13A-14(A) OF
               CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER



I, Nick DeMare, certify that:

1.       I have  reviewed  this annual  report on Form 20-F of Hilton  Petroleum
         Ltd.;

2.       Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the company as of, and for, the periods presented in this report;

4.       The company's  other  certifying  officer(s) and I are  responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the company
         and have:

         (a)      Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the company,  including its consolidated  subsidiaries,  is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         (b)      Evaluated  the  effectiveness  of  the  company's   disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

         (c)      Disclosed in this report any change in the company's  internal
                  control over  financial  reporting  that  occurred  during the
                  period  covered  by the  annual  report  that  has  materially
                  affected,  or is reasonably likely to materially  affect,  the
                  company's internal control over financial reporting; and

5.       The company's other certifying  officer(s) and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  to the  company's  auditors and the audit  committee of the
         company's  board of directors  (or persons  performing  the  equivalent
         functions):

         (a)      All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  company's  ability to record,  process,  summarize  and report
                  financial information; and

         (b)      Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  company's internal control over financial reporting.


Date:  November 30, 2004


  /s/ Nick DeMare
-----------------------------------------------
Nick DeMare, Chief Executive Officer,
Chief Financial Officer, President and Director


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