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 March 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 Judd
 Daniel
        Judd
 Chief
        Financial Officer
 May
        20,
        2008