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-QSB for the period ending September 30, 2007 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


November
      14, 2007