UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
DC 20549



FORM
10-K/A

(Amendment
No. 1)



[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2017



or



[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from           to



Commission
file number: 000-31355



|FTE
    NETWORKS, INC.
|----------------------



|(Exact
    name of registrant as specified in its charter)
|----------------------------------------------------------



|Nevada                              |  | 81-0438093             
|----------------------------------- |  | -----------------------
|(State
    or other jurisdiction of |  | (I.R.S.
    Employer   
|incorporation
    or organization)  |  | Identification
    No.)



|999
    Vanderbilt Beach Rd., Suite 601, Naples, Florida 34108
|--------------------------------------------------------------
|(Address
    of principal executive offices)                  



Registrant’s
telephone number, including area code: 1-877-878-8136



Securities
registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.001 per share.



Securities
registered pursuant of section 12(g) of the Act: Not Applicable.



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



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 [X] No



Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act from their obligations under those Sections.



Indicate
by check mark whether the registrant (1) has filed all reports 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. [X] Yes [  ] No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§ 235.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [  ]
No



Indicate
by check mark if disclosure of delinquent filers pursuant of 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 definite proxy of information
statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “larger accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):



|Large
    accelerated filer [  ] |                                                   | Accelerated
    filer [  ]       
|-------------------------------- | ------------------------------------------------- | ---------------------------------
|Non-accelerated
    filer [  ]   | (Do
    not check if a smaller reporting company) | Smaller
    Reporting Company [X]
|Emerging
    growth company [  ] |                                                  



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. [  ]



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



The
aggregate market value of the registrant’s outstanding common stock held by non-affiliates of the registrant computed by
reference to the price at which the common stock was last sold as of the last business day of the registrant’s most recently
completed second quarter was approximately $30,859,273 (based on a closing price of $15.75 per share for the registrant’s
common stock on the OTCQX marketplace on June 30, 2017.)



As
of April 26, 2018, there were 6,352,116 shares of common stock outstanding.




















EXPLANATORY
NOTE



We
are filing this Amendment No. 1 (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December
31, 2017, which was originally filed with the Securities Exchange Commission (the “SEC) on April 18, 2018 (the “Original
Filing”), solely for the purposes of providing the information required by Items 10, 11, 12, 13 and 14 of Part III of Form
10-K that was not included in the Original Filing. This information was previously omitted from the Original Filing in reliance
on General Instruction G(3) to Form 10-K , which permits the information in the above referenced items to be incorporated by reference
into the Form 10-K by reference to our definitive proxy statement if such statement is filed no later than 120 days after our
fiscal year-end. This Amendment amends Items 10, 11, 12, 13 and 14 of Part III of the Original Filing, and deletes the references
included on the cover page and in Part III of the Original Filing to the incorporation by reference of a definitive proxy statement
into Part III of the Original Filing. In addition, Item 15 of Part IV is being amended solely to add as exhibits certain new certifications
in accordance with Rule 13a-14(a) promulgated by the SEC under the Securities Exchange Act of 1934.



This
Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should
be read in conjunction with the Original Filing, as well as with our other filings with the SEC.











FTE
NETWORKS, INC.

FORM
10-K/A

TABLE
OF CONTENTS





|                           |                                                                                                 | Page
|-------------------------- | ----------------------------------------------------------------------------------------------- | ----
|Forward-Looking Statements | 1                                                                                              
|                           | PART III                                                                                        | 2   
|                           |                                                                                                 |     
|Item
    10.               | Directors, Executive Officers and Corporate Governance.                                         | 2   
|Item
    11.               | Executive Compensation.                                                                         | 5   
|Item
    12.               | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 6   
|Item
    13.               | Certain Relationships and Related Transactions, and Director Independence.                      | 7   
|Item
    14.               | Principal Accounting Fees and Services.                                                         | 8   
|                           | PART IV                                                                                         | 8   
|                           |                                                                                                 |     
|Item
    15.               | Exhibits and Financial Statement Schedules.                                                     | 8   
|Signatures                 |                                                                                                 | 9   













FORWARD-LOOKING
STATEMENTS



Certain
statements in this Amendment are forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Generally, forward-looking statements are not based on historical facts but instead represent only our current beliefs
regarding future events. All forward-looking statements are, by their nature, subject to risks, uncertainties and other factors.
Investors are cautioned not to place undue reliance on these forward-looking statements. Such statements may be identified by
words such as “expects,” “anticipates,” “intends,” “projects,” “estimates,”
“plans,” “may increase,” “may fluctuate” and similar expressions or future or conditional
verbs such as “will,” “should,” “would,” “may” and “could.”



You
should understand that forward-looking statements are not guarantees of performance or results and are preliminary in nature.
Actual results, performance or achievements may differ materially from those expressed or implied in forward-looking statements
due to a variety of factors, including but not limited to the factors and additional risks listed and discussed in our periodic
reports filed with the U.S. Securities and Exchange Commission, including our Form 10-K under the heading “Cautionary Note
Regarding Forward-Looking Statements”. The Form 10-K is available in the “Investors” section of our website
at https://ir.ftenet.com/sec-filings and is also available at http://www.sec.gov.



1







PART
III



ITEM
10. Directors, Executive Officers, and Corporate Governance.



The
following table sets forth information regarding the members of our Board and our executive officers.



|Name                         |  | Age |  | Position                                             
|---------------------------- |  | --- |  | -----------------------------------------------------
|Executive
    Officers       |  |     |  |                                                      
|Michael
    Palleschi        |  | 42  |  | Chief
    Executive Officer and Chairman of the Board
|David
    Lethem             |  | 59  |  | Chief
    Financial Officer                          
|Lynn
    Martin              |  | 48  |  | Chief
    Operating Officer                          
|Employee
    Director        |  |     |  |                                                      
|Fred
    Sacramone           |  | 48  |  | Director                                             
|Non-Employee
    Directors   |  |     |  |                                                      
|Luisa
    Ingargiola (1)     |  | 50  |  | Director                                             
|Patrick
    O’Hare (3)       |  | 50  |  | Director                                             
|Christopher
    Ferguson (2) |  | 49  |  | Director                                             
|Brad
    Mitchell            |  | 59  |  | Director                                             










|(1) | Audit
    Committee Chair                    
|--- | ---------------------------------------------
|(2) | Compensation
    Committee Chair             
|(3) | Nominating
    and Corporate Governance Chair



Set
forth below is a biographical description of each of our directors and senior executive officers based on information supplied
by each of them. There are no family relationships between any of our directors or executive officers.



Michael
Palleschi, Chief Executive Officer; Chairman of the Board of Directors



Mr.
Michael Palleschi currently serves as the Chief Executive Officer and Chairman of the Board of Directors of FTE since being appointed
in January 2014. Mr. Palleschi joined FTE in October 2010 where he served as Chief Operating Officer of Focus Venture Partners,
which featured investments in growing telecom companies including Focus Fiber Solutions, Jus-Com and Townsend Careers. From June
2007 through 2010, he was the Director of Infrastructure Services for a South Florida facilities-based telecommunications company
start-up. From 2000 through 2007, he held several Senior Management position at Level 3 Communications in New York and Georgia.
Mr. Palleschi has also held several Sr. Management/Executive roles at major telecommunications companies such as Qwest Communications
and MCI. Mr. Palleschi holds a degree in Engineering and Business Management. Mr. Palleschi also holds several professional and
technical certifications.



2







David
Lethem, Chief Financial Officer



Mr.
David Lethem currently serves as the Chief Financial Officer of FTE. He was appointed to this role in June 2014. Mr. Lethem joined
FTE in April 2014 as Vice President of Corporate Compliance. Prior to joining FTE, Mr. Lethem was the Director of Finance and
Audit for Audit Management Solutions, Incorporated from November of 2007 to April 2014. He was responsible for the financial,
operational, and audit management of both public and private companies working in the banking, telecommunications, mobile marketing,
manufacturing, and finance sectors. Additionally, his experience during that time involved reverse mergers, SEC compliance, international
operations, and technical accounting matters. Mr. Lethem earned his Bachelor of Arts at the University of Dubuque and MBA from
California Coast University. His is also holds the following certifications, CIA and CRMA.



Lynn
Martin, Chief Operating Officer



Mr.
Lynn Martin currently serves as the Chief Operating Officer of FTE Networks, Inc. since being appointed in September 2016. Prior
to joining FTE, Mr. Martin was Senior Vice President of the communications, software, and technology division of Nexius where
he was responsible for growing the business by delivering end-to-end network solutions for emerging technologies, such as Open
Source/NFV/SDN and infrastructure services that provided relevant value to customers and helped them to optimize their businesses.
Mr. Martin also served as Executive Director of Telcordia Technologies, managing the company’s next generation software
product line, a senior strategist in Accenture’s Network Practice, and as Vice President of Operational Integration and
Process Management at Level 3 Communications for more than 10 years.



Employee
Director



Fred
Sacramone Fred Sacramone joined FTE Networks in April 2017, when the Company acquired Benchmark Builders, Inc., a leading
provider of general contracting management services based in New York. Mr. Sacramone was a co-founder of Benchmark in 2008, and
served as the company’s president, continuing in that role following the transaction with FTE while becoming a member of
the FTE Networks Board of Directors. Previously, Mr. Sacramone held senior roles in project management, overseeing large and complex
projects, including work for Rockefeller Group, Simpson Thatcher, Trinity Real Estate, Del Friscos, Depository Trust, and NBC.
He attended the University of Massachusetts (Amherst) and received a Bachelors of Business Administration (BBA ‘91) with
a concentration in Finance and Economics.



Non-Employee
Directors



Luisa
Ingargiola



Ms.
Ingargiola serves as a member of FTE’s board of directors, compensation committee and chair of the Audit Committee. Ms.
Ingargiola previously served as the Chief Financial Officer for Magne Gas, a NASDAQ listed technology company, which produces
a plasma based system for the gasification and sterilization of liquid waste. Ms. Ingargiola also serves as a Board Director for
The JBF Foundation Worldwide and CES Synergies, Inc., where she serves as the Audit Committee Chair. Prior to joining Magne Gas,
Ms. Ingargiola worked as a Budget and Expense Manager for MetLife Insurance Company. In this capacity, she managed a $30-million-dollar
annual budget. Her responsibilities included budget implementation, expense and variance analysis and financial reporting. Ms.
Ingargiola previously served as a Board Director, Audit Committee Chair for CBD Energy Limited in 2014. Ms. Ingargiola received
her Bachelor’s Degree from Boston University and her Master’s Degree from the University of South Florida.



Patrick
O’Hare



Mr.
Mitchell serves as a member of FTE’s board of directors and currently serves as President of TelePacific Communications
Texas, where he is responsible for TelePacific’s operations across the state of Texas. Mr. Mitchell brings a unique combination
of insider knowledge and wide-ranging industry experience gained in both the venture capital and established industry leader arenas
to his new role. Mr. Mitchell returned to TelePacific after previously serving as Senior Vice President - Field Operations, and
was instrumental in creating TelePacific’s customer-centric structure by leading the TelePacific’s sales operations
during



3







Christopher
Ferguson



Mr.
Ferguson serves as a member of FTE’s board of directors and chair of the Compensation Committee. Mr. Ferguson currently
serves as the Managing Director of Tern Capital Partners, LLC, a private equity investment firm founded by Mr. Ferguson in 2013.
In 2010, Mr. Ferguson co-founded a company in the fiber network industry, and he served as CEO of the company until June 2013.
In addition to his duties at Tern Capital, Mr. Ferguson serves as a member of the Board of Directors for Pennsylvania Youth Theater,
a non-profit children’s theater based in Bethlehem, PA, and as a member of the non-profit organization Embrace Your Dreams,
which teaches life skills to at risk children through golf and tennis programs. In August 2001, Mr. Ferguson co-founded Mercer,
a provider of innovative workforce management solutions to a variety of industries including transportation and engineering, with
co-founder, Michael Traina. Prior to founding Mercer, Mr. Ferguson and former New Jersey Governor, James J. Florio, co-founded
The Florio Group, a private equity investment company. In addition, Mr. Ferguson served as Chief Financial Officer for Cabot Marsh
Corporation in 1995 and remained as a director for the company until 1999. Mr. Ferguson has been a member of the New Jersey and
Pennsylvania Bars since 1994. He graduated from Widener University School of Law in May of 1994 and received a Bachelor of Arts
Degree from Villanova University in May of 1990.



Brad
Mitchell



Mr.
Mitchell serves as a member of FTE’s board of directors and currently serves as President of TelePacific Communications
Texas, where he is responsible for TelePacific’s operations across the state of Texas. Mr. Mitchell brings a unique combination
of insider knowledge and wide-ranging industry experience gained in both the venture capital and established industry leader arenas
to his new role. Mr. Mitchell returned to TelePacific after previously serving as Senior Vice President - Field Operations, and
was instrumental in creating TelePacific’s customer-centric structure by leading the TelePacific’s sales operations
during TelePacific’s early years. Prior to TelePacific, Mr. Mitchell served as Area Vice President at Sprint PCS, where
he launched and operated several markets in the southeast, including New Orleans and Atlanta. More recently, he served as Executive
Vice President of Cable & Wireless’ International Accounts and also built a highly successful retail franchise operation.
Mr. Mitchell earned a degree in Business Administration from Oglethorpe University in Atlanta.



Board
and Board Committees



Our
business, property and affairs are managed by or under the direction of the Board of Directors (the “Board”). There
are currently six members of the Board: Michael Palleschi (Chairman), Brad Mitchell, Luisa Ingargiola, Chris Ferguson, Pat O’Hare,
and Fred Sacramone. All board members except for Messrs. Palleschi and Sacramone qualify as independent directors.



The
Board has formed the following committees: audit, compensation, and nominating and corporate governance. The Board has adopted
charters for all committees. The Audit Committee is comprised of Luisa Ingargiola (Chairperson), Chris Ferguson, and Patrick O’Hare.
The Board has determined that Ms. Ingargiola qualifies as a financial expert. The Compensation Committee is comprised of Chris
Ferguson (Chairman) and Luisa Ingargiola. The Nominating and Corporate Governance Committee is comprised of Patrick O’Hare
(Chair), Chris Ferguson, and Brad Mitchell.



Code
of Ethics



We
have adopted a code of ethics to that applies to all directors, officers, and employees. A copy is available upon written request
to FTE Networks, Inc. 999 Vanderbilt Beach Road, Suite 601, Naples, Florida 34108, Attn: Corporate Secretary.



Securities
Trading Policy



We
have adopted an Insider Trading Policy that applies to all directors, officers, and employees.



4







Indemnification
of Directors and Officers



Our
directors and executive officers are indemnified as provided by the Nevada law and our Bylaws. These provisions state that our
directors may cause us to indemnify a director or former director against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, and reasonably incurred by him/her as a result of him acting as a director. The
indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Such indemnification is at the
discretion of our board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification.



Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise. We have been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.



ITEM
11. Executive Compensation



Summary
Compensation Table



The
following table sets for information regarding compensation earned by our named executive officers:



|Name
    and Principal      |  |      |      |  | Salary |  |         | Bonus |  |  | Stock
    awards |  |  | Stock
    options |         |  | Non-equity
    incentive plan compensation |  |   | Nonqualified
                                         deferred compensation earnings |  |  | All
    other compensation |  |  | Total |  
|--------------------------- |  | ---- | ---- |  | ------ |  | ------- | ----- |  |  | ---------------- |  |  | ----------------- | ------- |  | ------------------------------------------ |  | - | ------------------------------------------------------------------------------------ |  |  | -------------------------- |  |  | ----- | -
|Position                    |  | Year |      |  | $      |  |         | $     |  |  | $                |  |  | $                 |         |  | $                                          |  |   | $                                                                                    |  |  | $                          |  |  | $     |  
|Michael
    Palleschi,      |  |      | 2017 |  |        |  | 255,961 |       |  |  | -                |  |  |                   | 298,193 |  |                                            |  | - |                                                                                      |  |  | -                          |  |  |       | -
|Chief
    Executive Officer |  |      | 2016 |  |        |  | 288,010 |       |  |  | -                |  |  |                   | 97,099  |  |                                            |  | - |                                                                                      |  |  | -                          |  |  |       | -
|                            |  |      |      |  |        |  |         |       |  |  |                  |  |  |                   |         |  |                                            |  |   |                                                                                      |  |  |                            |  |  |       |  
|David
    Lethem,           |  |      | 2017 |  |        |  | 166,154 |       |  |  | -                |  |  |                   | 86,666  |  |                                            |  | - |                                                                                      |  |  | -                          |  |  |       | -
|Chief
    Financial Officer |  |      | 2016 |  |        |  | 118,846 |       |  |  | -                |  |  |                   | 97,099  |  |                                            |  | - |                                                                                      |  |  | -                          |  |  |       | -
|                            |  |      |      |  |        |  |         |       |  |  |                  |  |  |                   |         |  |                                            |  |   |                                                                                      |  |  |                            |  |  |       |  
|Lynn
    Martin,            |  |      | 2017 |  |        |  | 271,154 |       |  |  | -                |  |  |                   | 94,000  |  |                                            |  | - |                                                                                      |  |  | -                          |  |  |       | -
|Chief
    Operating Officer |  |      | 2016 |  |        |  | 152,885 |       |  |  | -                |  |  |                   | 6,992   |  |                                            |  | - |                                                                                      |  |  | -                          |  |  |       | -



Employment
Agreements



On
June 13, 2014, FTE Networks, Inc. entered into an employment agreement with Michael Palleschi to serve as our Chief Executive
Officer (“CEO”) in consideration of a salary of $250,000 per year, with standard employee insurance and other benefits.
The employment agreement began on June 13, 2014 and ends on June 13, 2017, after which it may be renewed on a year to year basis,
until terminated by either party with 30 days written notice. On October 26, 2015 the employment agreement was amended to extend
the term of Mr. Palleschi’s employment through June 13, 2024.



On
June 2, 2014, FTE Networks, Inc. entered into an employment agreement with David Lethem to serve as our Chief Financial Officer
(“CFO”) in consideration of a salary of $120,000 per year with standard employee insurance and other benefits. The
employment agreement ends on June 2, 2017, with automatic one-year extensions.



On
September 27, 2016, FTE Networks, Inc. entered into an employment agreement with Lynn Martin to serve as our Chief Operating Officer
(“COO”) in consideration of a salary of $250,000 per year with standard employee insurance and other benefits. The
employment agreement ends on September 27, 2019.



Grants
of Plan Based Awards





There
were no grants of plan-based equity awards or non-equity awards to named executives during the year ended December 31, 2017. However,
there were non-plan awards granted based upon certain criteria that vest over a requisite number of years.



Outstanding
Equity Awards at Year End



As
of December 31, 2017, we did not have any equity incentive plan awards outstanding.



Option
Exercises



There
were no options exercised or stock vested by our named executive officers during the year ended December 31, 2017.



Pension,
Retirement or Similar Benefit Plans



There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
We have no material bonus or profit sharing plans to which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion of the Board of Directors or the Compensation Committee.



5







Director
Compensation



The
following table sets forth the compensation earned by each nonemployee director for the year ended December 31, 2017. As employee
directors, Messrs. Palleschi and Sacramone did not receive any compensation for their service.



|Name                 |  | Fees earned or
                                         paid in
                                         cash ($) |        |  | Stock awards ($) |  |       | Option awards ($) |  |  | Non-equity
                                         incentive plan
                                         compensation ($) |  |  | Change
                                         in pension
                                         valued and nonqualified
                                         deferred compensation earnings ($) |   |  | All
                                         other compensation ($) |  |   | Total
    ($) | 
|-------------------- |  | ----------------------------------------------------------------------------------------------------------------- | ------ |  | ---------------- |  | ----- | ----------------- |  |  | ---------------------------------------------------------------------------------------------------------------------------- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - |  | ------------------------------------------------------------------- |  | - | ------------- | 
|Luisa
    Ingargiola |  |                                                                                                                   | 20,000 |  |                  |  | 2,500 |                   |  |  | -                                                                                                                            |  |  |                                                                                                                                                                                                         | - |  |                                                                     |  | - |               | 
|Patrick
    O’Hare   |  |                                                                                                                   | 10,000 |  |                  |  | 2,500 |                   |  |  | -                                                                                                                            |  |  |                                                                                                                                                                                                         | - |  |                                                                     |  | - |               | 
|Brad
    Mitchel     |  |                                                                                                                   | 10,000 |  |                  |  | 2,500 |                   |  |  | -                                                                                                                            |  |  |                                                                                                                                                                                                         | - |  |                                                                     |  | - |               | 
|Chris
    Ferguson   |  |                                                                                                                   | -      |  |                  |  | 2,500 |                   |  |  | -                                                                                                                            |  |  |                                                                                                                                                                                                         | - |  |                                                                     |  | - |               | 



ITEM
12. Security Ownership of Certain Beneficial Owners and Management.



The
following table sets forth, as of April 26, 2018, certain information concerning beneficial ownership of shares of our Common
Stock with respect to (i) each person known to us to own 5% or more of the outstanding shares of our common stock, (ii) each director
of our company, (iii) the executive officers of our company, and (iv) all directors and officers of our company as a group. Unless
otherwise indicated or the table or the footnotes below, the address for each beneficial owner is c/o FTE Networks, Inc., 999
Vanderbilt Beach Boulevard, Suite 601 Naples FL 34108.



Beneficial
ownership is determined in accordance with the rules of SEC and generally includes voting or investment power with respect to
securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of March 7, 2018 are deemed to
be beneficially owned by the person holding such securities and for the purpose of computing the percentage ownership of that
person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.





|Name
    of Beneficial Owner                                             |  | Common
    Stock BeneficiallyOwned (1) |           |  | % | 
|------------------------------------------------------------------------ |  | -------------------------------------- | --------- |  | - | 
|Directors
    and Officers                                               |  |                                        |           |  |   | 
|Michael
    Palleschi, Chief Executive Officer and Chairman of the Board |  |                                        | 347,078   |  |   | 
|David
    Lethem, Chief Financial Officer                                |  |                                        | 115,693   |  |   | 
|Lynn
    Martin, Chief Operations Officer                                |  |                                        | 62,413    |  |   | 
|Chris
    Ferguson, Director                                             |  |                                        | 269,891   |  |   | 
|Luisa
    Ingargiola, Director                                           |  |                                        | 27,200    |  |   | 
|Patrick
    O’Hare, Director                                             |  |                                        | 2,200     |  |   | 
|Brad
    Mitchell, Director                                              |  |                                        | 2,600     |  |   | 
|Fred
    Sacramone, Director                                             |  |                                        | 356,513   |  |   | 
|All
    Directors and Officers as a group (8 persons)                    |  |                                        | 1,180,988 |  |   | 
|                                                                         |  |                                        |           |  |   | 
|5%
    Shareholders                                                      |  |                                        |           |  |   | 
|5G
    Investments, LLC (2)                                              |  |                                        | 1,138,150 |  |   | 
|Brian
    McMahon(3)                                                     |  |                                        | 535,000   |  |   | 
|TLP
    Investments, LLC                                                 |  |                                        | 356,356   |  |   | 
|Lateral
    Investment Management(4)                                     |  |                                        | 701,078   |  |   | 



*
Less than 1%.



|(1) | Based
    on 6,352,116 shares of our Common Stock outstanding on April 26, 2018.                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                         
|(2) | The
    address for Laidlaw & Co. (UK), LTD 546 5th Avenue 23rd Floor, New York, New York 10036                                                                                                                                         
|    |                                                                                                                                                                                                                                         
|(3) | Brian
    McMahon is a Principal and co-founder of Benchmark Builders, Inc., our wholly-owned subsidiary.                                                                                                                               
|    |                                                                                                                                                                                                                                         
|(4) | The
    Lateral Entities are comprised of Lateral JusCom Feeder, LLC Lateral FTE Feeder, LLC and Lateral US Credit Opportunities Fund,
    L.P. The Address for Lateral Entities is 1825S. Grant Street, Suite 210, San Mateo, CA 94402.



6







ITEM
13. Certain Relationships and Related Transactions and Director Independence.



The
following is a description of transactions during the year ended December 31, 2017, in which the transaction involved a material
dollar amount and in which any of our directors, executive officers or holders of more than 5% of our common stock had or will
have a direct or indirect material interest, other than compensation which is described under “Executive Compensation.”
Management believes the terms obtained or consideration that was paid or received, as applicable, in connection with the transactions
described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arms’
length transactions:



The
Chief Executive Officer (“CEO”) provided cash advances witnessed by interest-bearing notes totaling $536 and $504,
for the years ended December 31, 2017 and 2016, respectively. Additionally, the CEO provided a personal credit card account for
the purchase of goods and services by FTE. While the credit card balances are reflected in the Company’s books and records,
the CEO is personally liable for the payment of the entire amount of the open credit obligation, which was $12 and $58 as of December
31, 2017 and 2016, respectively.



Additionally,
the Company entered into several secured equipment financing arrangements with total obligations of approximately $345 and $298
as of December 31, 2017 and 2016, respectively that required the guaranty of a Company officer, which was provided by him.



The
Chief Financial Officer (“CFO”) provided an unsecured, interest-bearing note totaling $150 during the year ended December
31, 2017. Additionally, the CFO personally guaranteed several secured equipment financing arrangements with total obligations
of approximately $562 and $321 as of December 31, 2017 and 2016, respectively.



The
CFO also provides a personal credit card account for the purchase of goods and services by FTE. While the credit card balances
are reflected in the Company’s books and records, the CFO is personally liable for the payment of the entire amount of the
open credit obligation, which was $14 and $58 as of December 31, 2017 and 2016, respectively.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16 of the Exchange Act requires that reports of beneficial ownership of common stock and changes in such ownership be filed with
the Securities and Exchange Commission by Section 16 “reporting persons,” including directors, certain officers, holders
of more than 10% of the outstanding common stock and certain trusts of which reporting persons are trustees. We are required to
disclose in this Annual Report each reporting person whom we know to have failed to file any required reports under Section 16
on a timely basis during the year ended December 31, 2017. To our knowledge, based solely on a review of copies of Forms 3, 4
and 5 filed with the Securities and Exchange Commission and written representations that no other reports were required, during
the fiscal year ended December 31, 2017, our officers, directors and 10% stockholders complied with all Section 16(a) filing requirements
applicable to them.



Director
Independence



Our
Board of Directors has undertaken a review of its composition and the independence of each director. Based on the review of each
director’s background, employment and affiliations, including family relationships, the Board of Directors has determined
that Mr. O’Hare, Mr. Ferguson, Mr. Mitchell, and Ms. Ingargiola qualify as “independent directors” under the
rules and regulations of the SEC. In making this determination, our Board of Directors considered the current and prior relationships
that each non-employee director has with the Company and all other facts and circumstances our Board of Directors deemed relevant
in determining their independence, including the beneficial ownership of our capital stock. Mr. Palleschi, Chairman of the Board
of Directors, is not deemed independent as a result of his service as our Chief Executive Officer. Mr. Sacramone, Board Member,
is also not deemed independent as a result of his service and role at Benchmark Builders Inc.



7







Indebtedness
of Directors, Senior Officers, Executive Officers and Other Management



None
of our directors or executive officers or any associate or affiliate of ours during the last two fiscal years is or has been indebted
to us by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.



ITEM
14. Principal Accountant Fees and Services.



|Fee
    Category           |  | 2017
    Fees |         |  | 2016
    Fees |  
|-------------------------- |  | ------------- | ------- |  | ------------- | -
|Audit
    fees (1)         |  | $             | 461,306 |  |               | $
|Audit
    related fees (2) |  | $             | 60,622  |  |               |  
|Tax
    fees               |  |               | —       |  |               |  
|All
    other fees(3)      |  | $             | 118,965 |  |               |  
|                           |  | $             | 640,893 |  |               | $



|(1) | Aggregate
    fees billed or expected to be billed by the principal accountant for the audit of the annual financial statements and review
    of the financial statements included in the registrant’s form 10-Q or services that are normally provided by the accountant
    in connection with statutory and regulatory filings or engagements for the last two fiscal years.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Audit
    related fees consist of fees billed for services rendered in connection with the acquisition of Benchmark Builders and our
    Form 8-K filing.                                                                                                                                                                                                                       
|(3) | Acquisition
    audits of Benchmark Builders                                                                                                                                                                                                                                                                                                                                    



Audit
Committee Pre-Approval Policies and Procedures



All
audit and non-audit services performed by the independent accountants have been pre-approved by the Audit Committee to assure
that such services do not impair the auditors’ independence from us.



PART
IV

ITEM
15. Exhibits and Financial Statement Schedules



(a)(1)
Financial Statements



Previously
included in the Original Filing.



(a)(3)
Exhibits



All
exhibits previously included in the Original Filing are incorporated by reference herein.



|Exhibit
    Number |  | Description                                                                                           
|------------------ |  | ------------------------------------------------------------------------------------------------------
|31.3*              |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.4*              |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



*Filed
herewith



(b)
Exhibits



The
exhibits filed as part of this report are listed above in Item 15(a)(3) of this Form 10-K/A



8







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.



|                         | FTE
    NETWORKS, INC.
|------------------------ | ----------------------
|                         |                       
|Date:
    April 30, 2018 | By:                   
|                         |                       
|                         |                       
|                         |                       



9