8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 27, 2010

___________

CITIZENS BANCORP OF VIRGINIA, INC.

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation)	000-50576 (Commission File Number)		20-0469337 (I.R.S. Employer Identification No.)
126 South Main Street Blackstone, Virginia (Address of principal executive offices)		23824 (Zip Code)

Registrant’s telephone number, including area code: (434) 292-7221

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07       Submission of Matters to a Vote of Security Holders.

 Citizens Bancorp of Virginia, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 27, 2010 (the “Annual Meeting”).  At the Annual Meeting, the shareholders of the Company elected eleven directors to serve for one-year terms and ratified the Company’s appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent auditors for 2010.  The voting results for each proposal are as follows:

1.   To elect eleven directors to serve for terms of one year each expiring at the 2011 annual meeting of shareholders:

	For	Withheld	Broker Non-Vote
Frank P. Beale	1,537,305	86,515	222,944
Joseph D. Borgerding	1,614,625	9,195	222,944
William D. Coleburn	1,561,875	61,945	222,944
Roy C. Jenkins, Jr.	1,612,470	11,350	222,944
Joseph F. Morrissette	1,600,425	23,395	222,944
E. Walter Newman, Jr.	1,578,600	45,220	222,944
Charles F. Parker, Jr.	1,524,215	99,605	222,944
Timothy R. Tharpe	1,520,282	103,538	222,944
Jo Anne Scott Webb	1,592,900	30,920	222,944
Samuel H. West	1,572,350	51,470	222,944
Jerome A. Wilson III	1,613,145	10,675	222,944

2.   To ratify the Board of Directors’ selection of Yount, Hyde & Barbour, P.C. as independent public accountants to audit the books and accounts of the Company for

 fiscal year 2010.

For	Against	Abstain
1,809,279	13,445	24,040

Item 8.01      Other Events.

       On May 28, 2010, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 8.01.

Item 9.01     Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.                      Description

99.1   Press Release dated May 28, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CITIZENS BANCORP OF VIRGINIA, INC.
		(Registrant)
Date:  May 28, 2010	By:
		Ronald E. Baron
		Senior Vice President and   Chief Financial Officer

EXHIBIT INDEX

Exhibit No.                      Description

99.1                  Press Release dated May 28, 2010.

EX-99.1

Exhibit 99.1

PRESS RELEASE - FOR IMMEDIATE DISTRIBUTION

Dated:  May 28, 2010

Citizens Bancorp of Virginia Holds Annual Shareholder Meeting

[Blackstone, Virginia]    Citizens Bancorp of Virginia, Inc. (the “Company”) (OTCBB: CZBT), the parent company of Citizens Bank and Trust Company (the “Bank”), held its 2010 Annual Shareholder Meeting on May 27, 2010 at its Company’s main office at 126 South Main Street, Blackstone, Virginia.  Mr. Joseph D. Borgerding, President and CEO of the Company, served as chairman of the meeting.

The order of the meeting included the election of the eleven directors, ten of who are independent directors, who will serve until the 2011 Annual Shareholder Meeting.  The directors receiving sufficient votes to be re-elected included: Ms. Webb, Messers. Beale, Borgerding, Coleburn, Jenkins, Morrissette, Newman, Parker, Tharpe, West and Wilson III.

Mr. Borgerding announced that Mr. Samuel H. West was re-elected Chairman of the Board, and Mr. Roy C. Jenkins, Jr. was re-elected as Vice-Chairman of the Board.  Mr. West has been a director since 1994 and he serves as the Audit Committee Chairman and Financial Expert.

Mr. Charles F. Parker, Jr. and Mr. Timothy R. Tharpe were standing for election to the Board of Directors for their first term.  Mr. Parker is President of Parker Oil Company located in South Hill, Virginia and he joined the Board in August 2009.  Mr. Tharpe is Vice President and Manager of J.R. Tharpe Trucking Co., Inc., located in Burkeville, Virginia and he joined the Board in December 2009.  Mr. Parker serves as a member of the Compensation Committee.  Mr. Parker was appointed to the Information Technology Steering Committee, effective May 27, 2010.  Mr. Tharpe was named to serve as a member of the Audit and Risk Management Committee and the Acquisition Committee.

Shareholders were also asked to ratify the selection of the independent certified public accounting firm of Yount, Hyde & Barbour, P.C. to serve as the Company’s independent auditors for 2010.  This proposal was approved by shareholders.

Citizens Bank and Trust Company was founded in 1873 and is the second oldest independent bank in Virginia.  The Bank has eleven offices in the Counties of Amelia, Chesterfield, Mecklenburg, Nottoway and Prince Edward, along with one branch in the city of Colonial Heights and one in the Town of South Hill, Virginia.  Citizens Bancorp of Virginia, Inc. is a single bank holding company headquartered in Blackstone, Virginia and the Company’s stock trades on the OTC Bulletin Board under the symbol “CZBT”.  Additional information on the Company is also available at its web site: www.cbtva.com.

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Citizens Bancorp of Virginia, Inc. cautions readers that certain statements in this release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Although the Company believes that its expectations with respect to these forward-looking statements are based upon reasonable assumptions within the bounds of its business operations, there can be no assurance that the actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.  For more details on factors that could affect expectations, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and its other filings with the Securities and E xchange Commission.

CONTACT:              Joseph D. Borgerding

 President and Chief Executive Officer

      Voice: 434-292-8100 or E-mail: Joe.Borgerding@cbtva.com.

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