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UNITED STATES SECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

FORM
10-K/A(Amendment No. 1)

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

|**For the fiscal year
      ended December 31, 2014** | **Commission File Number:
      000-55117**
|----------------------------------------------------- | -------------------------------------------

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Exact name of registrant as specified
in its charter)

|Virginia                                          | 46-2331578            
|------------------------------------------------- | ----------------------
|(State or other jurisdiction
    of               | (I.R.S. Employer      
|incorporation or
    organization)                | Identification Number)
|                                                 
|404 People Place,
      Charlottesville, Virginia | 22911                 
|(Address of principal executive
      offices)    | (Zip
Code)            

(434) 817-8621(Registrants telephone number,
including area code)

Securities registered pursuant to
Section 12(b) of the Act: None

Securities registered pursuant to
Section 12(g) of the Act:

|Common Stock, $2.50 par
      value | OTC Markets Groups
      OTCQX Marketplace
|----------------------------------- | -------------------------------------------
|(Title of class)                    | (Name of exchange on which
registered)     

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes _ No X

Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes _ No X

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
YesX No _

Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files). YesX No _

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of the
registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer     ☐ | Accelerated filer     ☐ | Non-accelerated filer     ☐ | Smaller reporting
company     ☒
|----------------------------- | ----------------------- | --------------------------- | -------------------------------

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).      Yes _ No X

On June 30, 2014, the aggregate market
value of the common equity held by non-affiliates of the registrant was
$58,831,849.

The registrant has one class of common
stock, of which 2,688,781 shares were outstanding as of close of business March 14,
2015.

DOCUMENTS INCORPORATED BY
REFERENCE

Portions of the following documents are
hereby incorporated into Amendment No. 1 on Form 10-K/A by
reference:


Part II and Part IV of the Virginia
National Bankshares Corporation 2014 Annual Report on Form 10-K filed March 30,
2015.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A
(Amendment No. 1) to Virginia National Bankshares Corporations (the
Company) Annual Report on Form 10-K for the fiscal year ended December 31,
2014 (the Original Filing) is being filed solely for the purpose of amending
and restating in its entirety Part II, Item 9A, Controls and Procedures, to
affirm that as of December 31, 2014, management has concluded that the internal
control over financial reporting was effective.

In accordance with Rule 12b-15 under
the U.S. Securities Exchange Act of 1934 (the Exchange Act), Part II, Item 9A
of the Original Filing has been amended and restated in its entirety, and Part
IV, Item 15 of the Original Filing has been amended and restated solely to
include as exhibits the new certifications required by Rule 13a-14(a) under the
Exchange Act. This Amendment No. 1 does not amend or otherwise update any other
information in the Original Filing. Accordingly, this Amendment No. 1 should be
read in conjunction with the Original Filing.

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|           | FORM 10-K/A
      INDEX                 |         
|---------- | --------------------------------------- | --------
|           |                                         | **Page**
|           | Part
    II                             |         
|Item 9A    | Controls and Procedures                 | 4       
|          
|           | Part IV                                 |         
|Item 15    | Exhibits, Financial Statement Schedules | 5       
|          
|Signatures |                                         | 6       

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Item 9A. CONTROLS AND
PROCEDURES.

Evaluation of Disclosure Controls
and Procedures.The Company maintains
disclosure controls and procedures, as such term is defined in Rule 13a-15(e)
under the Exchange Act, that are designed to ensure that information required to
be disclosed in reports that it files or submits under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in SECs rules and forms, and that such information is accumulated and
communicated to management, including the Chief Executive Officer and the
Controller (Acting Principal Financial Officer), as appropriate, to allow timely
decisions regarding required disclosure.

In designing and evaluating its
disclosure controls and procedures, management recognized that disclosure
controls and procedures, no matter how well conceived and operated, can provide
only reasonable assurance that the objectives of the disclosure controls and
procedures are met. Additionally, in designing disclosure controls and
procedures, management necessarily is required to apply its judgment in
evaluating the cost-benefit relationship of possible disclosure controls and
procedures. The design of any disclosure controls and procedures also is based
in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

Based on their evaluation as of
December 31, 2014, the Companys Chief Executive Officer and Controller (Acting
Principal Financial Officer) have concluded that the disclosure controls and
procedures were effective at the reasonable assurance level.

Managements Report on Internal
Control over Financial Reporting.Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

Management conducted an evaluation of
the effectiveness of the Companys internal control over financial reporting as
of December 31, 2014. This assessment was based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) on May 14, 2013. The revised
version of the Framework superseded the original Framework and became effective
at the end of 2014. The Company does not anticipate any change in internal
control effectiveness during the complete transition to the new framework during
2015.

Based on their evaluation using these
criteria, the Companys Chief Executive Officer and Controller (Acting Principal
Financial Officer) have concluded that the internal control over financial
reporting was effective. The annual report does not include an attestation
report of the Companys registered public accounting firm regarding internal
control over financial reporting. Managements report was not subject to
attestation by the Companys registered public accounting firm pursuant to rules
of the SEC that permit the Company to provide only managements report in this
annual report.

Changes in Internal Control over
Financial Reporting.There was no change in the internal control over financial
reporting that occurred during the quarter ended December 31, 2014 that has
materially affected, or is reasonably likely to materially affect, the internal
control over financial reporting.

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Part IV

Item 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES.

(a) The exhibits required for this
Amendment 1 are included, attached, or incorporated by reference as indicated
below.

(1)(2) Financial Statements and
Schedules

The following consolidated financial
statements and reports of independent registered public accountants of the
Company that are required to be filed in our Annual Report are included in the
Original Filing in Part II, Item 8  Consolidated Financial Statements and
Supplementary Data:

| | (i)   | Consolidated Balance Sheets 
      December 31, 2014 and December 31, 2013                                                 
| | ----- | ----------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Consolidated Statements of Income
       Years ended December 31, 2014 and December 31, 2013                               
| | (iii) | Consolidated Statements of
      Comprehensive Income (Loss)  Years ended December 31, 2014 and December
      31, 2013    
| | (iv)  | Consolidated Statements of
      Changes in Shareholders Equity  Years ended December 31, 2014 and
      December 31, 2013
| | (v)   | Consolidated Statements of Cash
      Flows  Years ended December 31, 2014 and December 31, 2013                           
| | (vi)  | Notes to the Consolidated
      Financial Statements                                                                        

(3) Exhibit Index:



|**Exhibit** |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**Number**  |  | **Description of Exhibit**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.0         |  | Reorganization Agreement and Plan of Share Exchange, dated as of
      March 6, 2013, between Virginia National Bank and Virginia National
      Bankshares Corporation a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3.1         |  | Articles of Incorporation of Virginia National Bankshares
      Corporation, as amended and restated b                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.2         |  | Bylaws of Virginia National Bankshares Corporation
      c                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.1        |  | Virginia National Bank 1998 Stock Incentive Plan
    d                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.2        |  | Virginia National Bank 2003 Stock Incentive Plan
    e                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.3        |  | Virginia National Bank Amended and Restated 2005 Stock Incentive
      Plan f                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.4        |  | Virginia National Bankshares Corporation 2014 Stock Incentive Plan
      g                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|21.0        |  | Subsidiaries of the Registrant h                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.1        |  | 302
      Certification of Principal Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|31.2        |  | 302
      Certification of Acting Principal Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|32.1        |  | 906
      Certification h                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|101.0       |  | Interactive data files pursuant to Rule 405 of Regulation S-T: (i)
      the Consolidated Balance Sheets as of December 31, 2014 and December 31,
      2013, (ii) the Consolidated Statements of Income for the years ended
      December 31, 2014 and December 31, 2013, (iii) the Consolidated Statements
      of Comprehensive Income (Loss) for the years ended December 31, 2014 and
      December 31, 2013, (iv) the Consolidated Statements of Changes in
      Shareholders Equity for years ended December 31, 2014 and December 31,
      2013, (v) the Consolidated Statements of Cash Flows for the years ended
      December 31, 2014 and December 31, 2013, and (vi) the Notes to the
      Consolidated Financial Statements
h

a, b, cIncorporated herein
by reference to Virginia National Bankshares Corporations Current Report on
Form 8-K, filed with the Securities and Exchange Commission on December 18,
2013.dIncorporated herein by
reference to Virginia National Banks Definitive Proxy Statement, filed with the
Office of the Comptroller of the Currency on or around April 16, 1999.eIncorporated herein by
reference to Virginia National Banks Definitive Proxy Statement, filed with the
Office of the Comptroller of the Currency on April 24, 2003.f Incorporated herein by
reference to Virginia National Banks Definitive Proxy Statement, filed with the
Office of the Comptroller of the Currency on March 30, 2006.gIncorporated herein by
reference to Virginia National Bankshares Corporations Definitive Proxy
Statement, filed with the Securities and Exchange Commission on April 10,
2014.hIncorporated herein by
reference to the corresponding exhibit to the Original Filing.

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SIGNATURES

Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto,
duly authorized.

VIRGINIA NATIONAL BANKSHARES CORPORATION/s/ Glenn W. RustGlenn W. RustPresident and Chief
      Executive Officer


Date: August 19, 2015

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