Exhibit
      31.2




**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-Q for the period ending June 30, 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 Judd


Daniel
      Judd


Chief
      Financial Officer




August
      19, 2008