CERTIFICATION
OF CHIEF FINANCIAL OFFICER
 PURSUANT
TO THE SECURITIES EXCHANGE ACT OF 1934,
 RULES
13a-14 AND 15d-14
 AS
ADOPTED PURSUANT TO
 SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
 
 In
connection with the Annual Report of Sitestar Corporation (the “Company”) on
Form 10-K for the period ending December 31, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Daniel Judd, Chief
Financial Officer of the Company, certify, pursuant to Rules 13a-14 and 15d-14
of the Securities Exchange Act of 1934 (the “Exchange Act”), as adopted pursuant
to §302 of the Sarbanes-Oxley Act of 2002, that:
 
 1.
                I
      have reviewed this Report;
 
 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.
                I
      and the other certifying officers of the Company 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 any 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 Company’s most recent fiscal quarter (the
Company’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting; and
  
 
 5.
                I
      and the other certifying officers have disclosed, based on our most recent
      evaluation of internal control over financial reporting, to the Company’s
      auditors and to 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.
 
 /s/ Daniel JuddDaniel
      JuddChief
      Financial OfficerMay 18,
2009