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
Quarterly Report of Sitestar Corporation (the Company) on Form 10-Q for the
period ending March 31, 2009 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 Companys internal control over financial reporting that
occurred during the Companys most recent fiscal quarter (the Companys fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the Companys 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 Companys auditors and to the
audit committee of the Companys 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
 May 20, 2009