<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM  10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


 For Quarterly Period Ended   June 30, 1998  Commission File Number   0-21068
                              -------------                          --------

                          SIGHT RESOURCE CORPORATION

--------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


         Delaware                                          04-3181524
--------------------------------------------------------------------------------
      (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                              100 Jeffrey Avenue
                             Holliston,  MA 01746
--------------------------------------------------------------------------------
                   (Address of principal executive offices)

 

                                 508-429-6916
--------------------------------------------------------------------------------
                          (Issuer's telephone number)
                                        
                                      N/A
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since the last
 report)

Check whether the issuer (1)  filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
                                                        Yes   X    No
                                                           ------    ------

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

On  August 5, 1998, 8,885,730  shares of common stock, par value $0.01 per
share, were outstanding.

                                              TOTAL PAGES                 18
                                              EXHIBIT INDEX AT PAGE       17
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                                     INDEX



PART I.         FINANCIAL INFORMATION                                    PAGE
                                                                         ----
Item 1  Financial Statements
 
                Consolidated Balance Sheets as of June 30, 1998 and
                December 31, 1997                                          3

                Consolidated Statements of Operations for the
                Three and Six Months Ended  June 30, 1998 and 1997         4
 
                Consolidated Statements of Cash Flows for the Six
                Months Ended  June 30, 1998 and 1997                       5
 
                Notes to Consolidated Financial Statements                 6
 
 
Item 2  Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                             11
 
PART II.        OTHER INFORMATION
 
Item 2  Changes in Securities and Use of Proceeds                         16
 
Item 4  Submission of Matters to a Vote of Security Holders               16
 
Item 5  Other Information                                                 17
 
Item 6  Exhibits and Reports on Form 8-K                                  17

        Signatures                                                        18

                                       2
<PAGE>
 
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
 
                          SIGHT RESOURCE CORPORATION
                          Consolidated Balance Sheets
                (In thousands, except share and per share data)
 
<TABLE> 
<CAPTION> 

                                                June 30,        December 31,
                                                  1998             1997
                                              -------------   --------------
<S>                                           <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents                    $  1,350            $  6,076
   Accounts receivable, net of allowance
     of $376 and $478, respectively                2,524               1,781
   Inventories                                     4,718               4,434
   Prepaid expenses and other current assets         396                 377
                                               -------------   --------------
      Total current assets                         8,988              12,668
                                               -------------   --------------

Property and equipment                            12,264              10,070
Less accumulated depreciation                     (6,189)             (4,406)
                                               -------------   --------------
      Net property and equipment                   6,075               5,664
                                               -------------   -------------- 

Other assets:
   Intangible assets, net                         17,292              14,898
   Other assets                                    1,211               1,277
                                               -------------   --------------
     Total other assets                           18,503              16,175
                                               -------------   --------------
                                                $ 33,566            $ 34,507
                                               =============   ==============   


LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long term debt            $    117            $  1,000
   Accounts payable                                2,321               1,797
   Accrued expenses                                4,257               5,628
                                               -------------   --------------
      Total current liabilities                    6,695               8,425
                                               -------------   --------------

Non-current liabilities:
  Long term debt, less current                       233                 ---
   maturities
  Other liabilities                                   95                 101
                                               -------------   --------------
     Total non-current liabilities                   328                 101
                                               -------------   --------------

Redeemable convertible preferred stock
      1,452,119 shares issued                      6,535               6,535
 
Stockholders' equity:
   Preferred Stock, $.01 par value.
    Authorized 5,000,000
     shares; no shares issued and                    ---                 ---
      outstanding.
   Common Stock, $.01 par value.
    Authorized 20,000,000
     shares; issued 8,885,730 at June
      30, 1998
     and 8,756,500 at  December 31,                   90                  88
      1997.
   Additional paid-in capital                     36,799              36,329
   Common stock issuable, 71,181 shares
    at June 30, 1998 and December 31, 1997           432                 432
   Treasury stock at cost
    (30,600 shares in 1998 and 1997)                (137)               (137)
   Accumulated deficit                           (17,176)            (17,266)
                                               -------------   --------------
      Total stockholders' equity                  20,008              19,446
                                               -------------   --------------
                                                $ 33,566            $ 34,507
                                               =============   ==============  
</TABLE> 
         See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                     Consolidated Statements of Operations
                     (In thousands, except per share data)
 
   
 
  
<TABLE> 
<CAPTION> 

                                       Three Months Ended    Six Months Ended
                                    --------------------------------------------
                                       June 30,  June 30,     June 30,  June 30,
                                         1998      1997        1998       1997
                                    --------------------------------------------
<S>                                 <C>            <C>        <C>       <C>
Net revenue                           $14,498      $10,027    $28,078   $20,467 
 
Cost of revenue                         5,071        3,746      9,823     7,595
                                    ---------    ---------  ---------  --------

   Gross profit                         9,427        6,281     18,255    12,872
                                        
Selling, general and               
 administrative expenses                9,311        6,738     18,206    13,738      
                                    ---------    ---------  ---------  --------            
Income  (loss) from operations            116         (457)        49      (866)
                                    ---------    ---------  ---------  --------
Other income (expense)                  
   Interest income                         57          121        128       223
   Interest expense                       (45)         (92)       (96)     (172)
   Gain on sale of assets                   -          223         69       223
                                    ---------    ---------  ---------  --------
     Total other income                    12          252        101       274
                                    ---------    ---------  ---------  --------

     Income (loss) before                 
      income tax expense                  128         (205)       150      (592) 
                                        
Income tax expense                         51            -         60         -
                                    ---------    ---------  ---------  -------- 

Net income (loss)                     $    77      $  (205)   $    90   $  (592)
                                    =========    =========  =========  ======== 
Basic and diluted earnings (loss)                              
 per common share and 
 potential common share               $  0.01      $ (0.02)   $  0.01   $ (0.07)
                                    =========    =========  =========  ======== 
              
                                     
Weighted average number of           
 common shares outstanding              8,885        8,618      8,791     8,628
</TABLE> 
 
         See accompanying notes to consolidated financial statements.
 

                                       4
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                     Consolidated Statements of Cash Flows
                                (In thousands)
 
<TABLE> 
<CAPTION> 

                                                  Six Months Ended
                                            June 30, 1998    June 30, 1997
                                            --------------  --------------
<S>                                         <C>             <C>
Operating activities:
   Net income (loss)                               $    90         $  (592)
   Adjustments to reconcile net income
    (loss)  to net cash used 
    in operating activities:
      Depreciation and amortization                  1,277             962
      Gain on sale of assets                           (69)           (223)
      Changes in operating assets and
       liabilities:
         Accounts receivable                          (612)           (410)
         Inventories                                    30             (91)
         Prepaid expenses and other                                          
          current assets                               (51)           (503)  
         Accounts payable and accrued                                        
          expenses                                  (1,690)             60   
                                            --------------  --------------   
             Net cash used in operating 
              activities                            (1,025)           (797)  
                                            --------------  --------------   
Investing activities:
   Purchases of property and equipment                (603)           (638)
   Payments for acquisitions                        (2,351)            ---
   Proceeds from sale of assets                         99             411
   Other assets                                         40            (545)
                                            --------------  --------------
         Net cash used in investing                 (2,815)           (772)
          activities                        --------------  --------------
 
Financing activities:
   Principal payments on long term debt             (1,000)            ---
   Other liabilities                                    (7)             (3)
   Proceeds from issuance of stock                     121             ---
   Purchase of common stock for treasury               ---            (137)
                                            --------------  --------------
            Net cash used in financing                                      
             activities                               (886)           (140)                       
                                                                            
                                            --------------  --------------  
Net decrease in cash and cash                                              
 equivalents                                        (4,726)         (1,709) 

 
Cash and cash equivalents, beginning of     
 period                                              6,076           9,924 
                                            --------------  --------------
Cash and cash equivalents, end of period           $ 1,350         $ 8,215
                                            ==============  ============== 
</TABLE> 
 
 
 



 
         See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                        
(1) THE COMPANY
    (a) Nature of Business

     Sight Resource Corporation (the "Company") manufactures, distributes and
     sells eyewear and related products and services.

    (b) Acquisitions

     During 1995, the Company acquired two primary eye care chains, effective
     January 1, 1995 and July 1, 1995, respectively. The aggregate purchase
     price paid in connection with the acquisitions consisted of (i) $2,660 in
     cash, (ii) 555,525 shares of common stock, (iii) the assumption of
     approximately $1,600 of net liabilities, and (iv) $660 payable over a 3
     year period and $250 payable over 18 months, contingent upon the occurrence
     of certain future events. As of December 31, 1997, these chains operated 30
     eye care centers. The transactions were accounted for using the purchase
     method of accounting.

     Effective July 1, 1996, the Company purchased certain assets and assumed
     certain liabilities of The E.B. Brown Optical Company and Brown Optical
     Laboratories, Inc. as well as entered into a merger with E.B. Brown
     Opticians, Inc. (together "EB Brown") for approximately $7,733, consisting
     of: $4,000 in cash, 521,997 shares of common stock issued, 71,181 shares of
     common stock to be issued and $1,400 in notes payable over an eighteen
     month period. When the common stock to be issued is issued, the $432 of
     common stock issuable will be reclassed into common stock and additional
     paid in capital. As of December 31, 1997, EB Brown operated thirty-nine eye
     care centers located throughout Ohio and Western Pennsylvania which provide
     optometric and audiology goods and services to persons with vision and
     hearing disorders. The transaction was accounted for using the purchase
     method of accounting.

     Effective July 1, 1997, the Company acquired one hundred percent of the
     outstanding shares of stock of Vision Holdings, Ltd. (formerly known as Dr.
     Greenberg, an Optometry Corporation d/b/a Vision Plaza) ("Vision Plaza").
     The purchase price paid in connection with this acquisition was $2,000 in
     cash and the assumption and repayment of notes payable outstanding as of
     July 1, 1997 of approximately $800. As of December 31, 1997, Vision Plaza
     operated 14 primary eye care centers and three specialty eyewear centers in
     southeast Louisiana and Mississippi. The acquisition was accounted for
     using the purchase method of accounting.

     Effective April 1, 1998, the Company acquired one hundred percent of the
     outstanding shares of stock of Eye Glass Emporium, Inc. ("Eyeglass
     Emporium"). The purchase price paid in connection with this acquisition was
     $2,309 of cash on hand, $350 in notes payable in twelve equal quarterly
     installments commencing June 30, 1998, and 87,940 shares of common stock.
     As of April 1, 1998, Eyeglass Emporium operated nine eye care centers in
     Indiana. The acquisition was accounted for using the purchase method of
     accounting.

                                       6
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


     The results of operations of the five acquisitions have been included in
     the consolidated financial statements from their respective dates of
     acquisition. The excess of the purchase price and expenses associated with
     each acquisition over the estimated fair value of the net assets acquired
     has been recorded as goodwill. As a result of the acquisition, the Company
     has also recorded adjustments to increase liabilities and establish
     reserves for the closing of stores and related restructuring costs,
     including  lease commitments and  severance  costs.  Total acquisition
     related reserves at June 30, 1998 and December 31, 1997 were $285 and
     $2,066, respectively.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    (a) Basis of Presentation

     The accompanying consolidated financial statements have been prepared by
     the Company without audit, pursuant to the rules and regulations of the
     Securities and Exchange Commission. In the opinion of the Company, these
     consolidated financial statements contain all adjustments (consisting of
     only normal, recurring adjustments) necessary to present fairly the
     financial position of Sight Resource Corporation as of June 30, 1998 and
     the results of its operations and cash flows for the three and six months
     ended June 30, 1998 and 1997.

     The accompanying consolidated financial statements and related notes should
     be read in conjunction with the audited consolidated financial statements
     which are contained in the Company's Annual Report on Form 10-K for the
     year ended December 31, 1997.

    (b) Principles of Consolidation

     The accompanying consolidated financial statements include the accounts of
     the Company, its wholly-owned subsidiaries and three professional
     corporations ("PC's") in which the Company's subsidiaries assume the
     financial risks and rewards of such entities through a management contract
     and a stock agreement.  The Company has no direct equity ownership in the
     PC's. All significant intercompany balances and transactions have been
     eliminated.
 
     In preparation of these consolidated financial statements in conformity
     with generally accepted accounting principles, management of the Company
     has made estimates and assumptions that affect the reported amounts of
     assets and liabilities, such as accounts receivable, inventory impairment
     of property and equipment and intangibles. Actual results could differ from
     those estimates.

     (c) Revenue Recognition

      Revenue and the related costs from the sale of eyewear are recognized at
      the time an order is complete. Revenue from eye care services is
      recognized when the service is performed. The Company has fee for service
      arrangements with all of its third party payors. Revenue is reported net
      of contractual allowances.

                                       7
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      Contractual allowances are estimated in the period the related services
      are rendered and adjusted in future periods as final settlements are
      determined. The provision and related allowance are adjusted periodically,
      based upon an evaluation of historical collection experience, industry
      reimbursement trends and other relevant factors. The Company has not had
      any material settlements with third-party payors nor is it aware of any
      material claims, disputes or unsettled matters with any third-party payor.

      Under revenue sharing arrangements for refractive surgery where the
      Company is not responsible for patient billing, the Company receives a
      specified payment from the hospital or center for each refractive surgical
      procedure performed. Accordingly, the Company recognizes revenue on a per
      procedure basis at the time procedures are performed. Under existing
      revenue-sharing arrangements for refractive surgery where the Company is
      responsible for the collection from the patient and payment to the
      ophthalmologist and other operating costs, the total patient charge is
      recorded as revenue with the corresponding expenses recorded in cost of
      revenue.

      (d) Inventories

      Inventories primarily consist of the costs of eyeglass frames, contact
      lenses, ophthalmic lenses, sunglasses and other optical products and are
      valued at the lower of cost (using the first-in, first-out method) or
      market.

      (e) Property and Equipment

      Property and equipment is stated at cost. The Company provides for
      depreciation at the time the property and equipment is placed in service.
      The straight-line method is used over the estimated useful life of the
      assets. The Company assesses the recoverability of the undepreciated
      property and equipment on an ongoing basis by comparing anticipated
      profits and future, undiscounted cash flows to net book value. In
      performing this analysis, management considers such factors as current
      results, trends, and future prospects, in addition to other economic
      factors.

      (f) Intangible Assets

      Intangible assets resulting from the business acquisitions consist of
      patient lists, trademarks, non-compete agreement and the excess cost of
      the acquisition over the fair value of the net assets acquired (goodwill).
      Certain values assigned are based upon independent appraisals and are
      amortized on a straight-line basis over a period of 5 to 25 years. The
      Company assesses the recoverability of unamortized intangible assets on an
      ongoing basis by comparing anticipated operating profits and future,
      undiscounted cash flows to net book value. If anticipated operating
      profits and future, undiscounted cash flows are less than net book value,
      then an impairment charge is recorded to reduce the carrying value of the
      assets to fair value. In performing this analysis, management considers
      such factors as current results, trends, and future prospects, in addition
      to other economic factors.

      (g) Deferred Revenue
      
      The Company offers a contact lens purchasing program in which, for a set
      fee, customers may purchase contacts at discounted rates for a 12 month
      period. The

                                       8
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      Company recognizes revenue from the sales of its contact lens purchasing
      program on a monthly basis over the life of the program.

      (h) Net Earnings (Loss) Per Share

      Earnings per share are computed based on Statement of Financial Accounting
      Standards No. 128 "Earnings per Share" ("SFAS 128"). SFAS 128 requires
      presentation of basic earnings per share ("Basic EPS") and diluted
      earnings per share ("Diluted EPS") by all entities that have publicly
      traded common stock or potential common stock (options, warrants,
      convertible securities or contingent stock arrangements). Basic EPS is
      computed by dividing income available to common stockholders by the
      weighted average number of common shares outstanding during the period.
      The computation of Diluted EPS does not assume conversion, exercise or
      contingent exercise of securities that would have an antidilutive effect
      on earnings.


The following table provides a reconciliation of the numerators and denominators
of the basic and diluted earnings (loss) per share computations for the three
and six months ended June 30, 1998 and 1997:
 
 
<TABLE> 
<CAPTION> 

                                                           Three Months Ended    Six Months Ended
                                                                June 30,             June 30,
                                                             1998      1997       1998      1997
                                                          --------  --------   -------   ------- 
<S>                                                       <C>       <C>       <C>        <C> 
                              
BASIC INCOME (LOSS) PER SHARE 
Net income (loss)                                              77      (205)        90      (592)
                                                          -------   -------    -------   -------  
Net income (loss) available to common shareholders             77      (205)        90      (592)
                                                          =======   =======    =======   =======   
Weighted average common shares outstanding                  8,885     8,618      8,791     8,628      
Net income (loss) per share                               $  0.01    $(0.02)    $ 0.01    $(0.07)
                                                          =======   =======    =======   =======    
                                                                  
                                                                  
DILUTED INCOME PER SHARE                                          
Net income                                                     77                   90
                                                          -------              -------  
                                                                  
Net income available to common shareholders                    77                   90
                                                          =======               ====== 
Weighted average common shares outstanding                  8,885                8,791
                                                                              
Convertible preferred stock                                 1,452                1,452
                                                                              
Options                                                        55                   63
                                                          -------               ------   
Weighted average common shares outstanding and potential                      
shares                                                     10,392               10,306
                                                          =======               ======  
Net income per share                                      $  0.01              $  0.01
                                                          =======               ======  

</TABLE>

                                       9
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE> 
<CAPTION> 

(3)  DEBT
     Debt consists of the following:
                                              JUNE 30,           DECEMBER 31,
                                               1998                 1997
                                             ----------         --------------
<S>                                          <C>                <C> 
Unsecured note payable, 7% interest
rate, payable in equal quarterly
installments of $29 principal plus                 
accrued interest commencing June 30, 1998          $350                 $    -

Unsecured notes payable, 7% interest
rate, $1,000 paid on March 18, 1998;                  
due on demand if the Company's cash                   
balance is less than $2,800                           -                  1,000
                                             ----------         --------------
                                                    350                  1,000
 
Less current maturities                             117                  1,000
                                             ----------         -------------- 
Long term debt, less current maturities            $233                 $    -
                                             ==========         ==============
</TABLE> 

On February 20, 1997, the Company entered into a Credit Agreement (the
"Agreement") with a bank pursuant to which the Company can borrow $5,000 on a
term loan basis and $5,000 on a revolving credit basis, subject to certain
performance criteria. The performance criteria include, among others, financial
condition covenants such as rolling EBITDA levels, indebtedness to EBITDA
ratios, current ratio of 1:1 and minimum net worth requirements. The term loan
facility bears interest at the bank's prime rate plus 1.5% or LIBOR plus 3% at
the Company's election and the revolving credit facility bears interest at the
bank's prime rate plus 1.25% or LIBOR plus 2.75% at the Company's election.
These loans are secured by all assets of the Company and its wholly owned
subsidiaries.  As of  June 30, 1998, there were no borrowings under the term
loan and revolving note. Amounts borrowed under the agreement will be used to
finance future acquisitions, provide ongoing working capital and for other
general corporate purposes. As part of the Agreement, the Company issued to the
bank warrants to purchase 150,000 shares of the common stock at a purchase price
of $4.625 per share.  The warrants expire December 31, 2003. The warrants were
accounted for as additional paid in capital based upon the fair value of the
securities. Fair market value was determined by using the relationship of the
interest rate charged with the warrants versus the rate to be charged without
the warrants. This value approximated that obtained using the Black Scholes
Method.

                                       10
<PAGE>
 
PART I:
ITEM 2:             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS   
                 
 
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 Statements contained in this document which are not historical fact are
forward-looking statements based upon management's current expectations that are
subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by forward-looking statements.
These risks are described in the Company's Form 10-K for the fiscal year ended
December 31, 1997 filed with the Securities and Exchange Commission.

OVERVIEW

Sight Resource Corporation (the "Company") manufactures, distributes and sells
eyewear and related products and services. The Company's operations currently
consist of 93 eye care centers, with three regional optical laboratories and
distribution centers, and is one of the seventeen largest providers in the
United States' primary eye care industry based upon sales. The Company's eye
care centers operate primarily under the brand names Cambridge Eye Doctors, E.B.
Brown Opticians, Eyeglass Emporium, Vision Plaza, and Vision World. The Company
also provides, or where necessary to comply with applicable law administers the
business functions of optometrists, ophthalmologists and professional
corporations that provide, vision related professional services. In addition, as
of June 30, 1998 the Company operated three laser vision correction ("LVC")
centers.

The Company operates three regional optical laboratories and distribution
centers. The regional optical laboratories provide complete laboratory services
to the Company's eye care centers, including polishing, cutting and edging,
tempering, tinting and coating of ophthalmic lenses. The distribution centers
provide and maintain an inventory of all accessories and supplies necessary to
operate the primary eye care centers in their regions, as well as "ready made"
eye care products, including contact lenses and related supplies. The inventory
of eyeglass lenses, frames, contact lenses, accessories and supplies is acquired
through a number of sources, domestic and foreign. Management believes that the
regional optical laboratories and distribution centers have the capacity to
accommodate additional multi-site eye care centers.

Based on review to date, the Company does not believe that the impact of any
Year 2000 issue will be material because its principal information systems
appear to correctly define the year 2000 and only the Company's point of sale
system needs to be made year 2000 compliant. The Company expects to complete
such compliance as part of the installation of a new point of sale system which
is scheduled to be completed during 1998.

                                       11
<PAGE>
 
RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
NET REVENUE.  The Company generated net revenue of approximately $14.5 million
and $28.1 million during the three and six months ended June 30, 1998,
respectively, from the operation of its 93 eye care centers and three laser
vision correction centers as compared to net revenue of approximately $10.0
million and $20.5 million from its 71 eye care centers and nine laser vision
correction centers for the same period in 1997.  The $4.5 million, or 44.6%,
increase in net revenue for the three months ended June 30, 1998 as compared to
the three months ended June 30, 1997, primarily relates to the additional
seventeen eye care centers acquired effective July 1, 1997 and the nine eye care
centers acquired effective April 1, 1998.  The $7.6 million, or  37.2%, increase
in net revenue for the six months ended June 30, 1998 as compared to the six
months ended June 30, 1997, also relates primarily to the additional seventeen
eye care centers acquired effective July 1, 1997 and the nine eye care centers
acquired effective April 1, 1998.

COST OF REVENUE.  Cost of revenue increased from approximately $3.7 million for
the three months ended June 30, 1997 to approximately $5.1 million for the three
months ended June 30, 1998.  Cost of revenue as a percentage of net revenue
decreased from 37.4% for the three months ended June 30, 1997 to 35.0% for the
three months ended June 30, 1998. Cost of revenue increased from approximately
$7.6 million for the six months ended June 30, 1997 to approximately $9.8
million for the six months ended June 30, 1998.  Cost of revenue as a percentage
of net revenue decreased from 37.1% for the six months ended June 30, 1997 to
35.0% for the six months ended June 30, 1998. The improvement as a percentage of
net revenue is primarily due to the improved profit margin resulting from sales
from both the additional seventeen eye care centers acquired effective July 1,
1997 and the nine eye care centers acquired effective April 1, 1998, and the
reduced percentage of revenue derived from the LVC centers. For the three and
six months ended June 30, 1997, the LVC centers represented approximately 6% of
the Company's net revenue; for the three and six months ended June 30, 1998, the
LVC centers generated less than 3% of the Company's net revenue.  Cost of
revenue for the three and six months ended June 30, 1998 and 1997 principally
consisted of (i) the cost of manufacturing, purchasing and distributing optical
products to its customers and (ii) the cost of delivering laser vision
correction services, including depreciation and maintenance on excimer lasers.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses were approximately $9.3 million and $18.2 million for
the three and six months ended June 30, 1998 as compared to approximately $6.7
million and $13.7 million for the three and six months ended June 30, 1997.  The
increase primarily relates to payroll and facility costs incurred in operating
additional eye care centers in the first and second quarter of fiscal 1998 as
compared to the same periods in fiscal 1997.  Selling, general and
administrative expenses, as a percentage of net revenue, declined from 67.2% and
67.1% for the three and six months ended June 30, 1997, respectively, to 64.4%
and 64.8% for the three and six months ended June 30, 1998, respectively.  This
decrease is primarily a result of (I) the seventeen eye care centers acquired
effective July 1, 1997 and the nine eye care centers acquired effective April 1,
1998, all of which operate with a level of selling, general and administrative
expenses as a percentage of net revenue that is

                                       12
<PAGE>
 
lower than that of the Company and its other subsidiaries, and (ii) the
Company's ability to better leverage its fixed expenses in connection with the
acquisition of multi-site eye care centers.

OTHER INCOME AND EXPENSE.  Interest income totaled $57,000 and $128,000 for the
three and six months ended June 30, 1998, respectively, as compared to $121,000
and $223,000 for the three and six months ended June 30, 1997, respectively.
This decrease resulted from the investment of a lower average cash balance
during the first and second quarter of 1998 as compared to the same periods in
1997.  Interest expense totaled $45,000 and $96,000 for the three and six months
ended June 30, 1998, respectively,  as compared to $92,000 and $172,000 for the
three and six months ended June 30, 1997, respectively.  The decrease is
associated with a higher average balance of debt outstanding during the first
and second quarter of 1997 as compared to the same periods in 1998. The sale of
certain ophthalmic equipment during the six months ended June  30, 1998
generated a gain of approximately $69,000.  The sale of certain opthalmic
equipment during the three and six months ended June 30, 1997 generated a gain
of approximately $223,000.

NET INCOME (LOSS).  The Company realized net income of $77,000, or $0.01 per
share, and $90,000 or $0.01 per share, on a basic and fully diluted basis, for
the three and six months ended June 30, 1998, respectively, as compared to a net
loss of $205,000, or ($0.02) per share, and $592,000, or ($0.07) for the three
and six months ended June 30, 1997, respectively.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1998, the Company had approximately $1.3 million in cash and cash
equivalents and working capital of approximately $2.3 million, in comparison to
approximately $6.0 million in cash and cash equivalents and working capital of
approximately $4.2 million as of December 31, 1997.  The decrease in working
capital is primarily due to the purchase of the nine eye care centers on April
1, 1998,  the payment in March 1998 of the $1.0 million note payable, and an
increase in accounts receivable.

As of June 30, 1998, the Company had securities outstanding which provide it
with potential sources of financing as outlined below:
 

Securities                                                    Potential 
                                                               proceeds
------------------------------------                  ------------------ 
Warrants                   2,472,100                        $14,800,000      
Class A Warrants              85,000                            500,000      
Class II Warrants            290,424                          2,032,968      
Unit Purchase Options        215,000                          3,700,000      
Creditanstalt Warrants       150,000                            694,000      
Representative Warrants      170,000                          1,400,000      
                                                      ------------------ 
                                                            $23,126,968      
                                                      ==================

The Company also has 842,294 Class I Warrants. The Class I Warrants entitle the
holder to purchase an amount of shares of the Company's common stock equal to an
aggregate of up to 19.9% of the shares of common stock purchasable under the
Company's outstanding 

                                       13
<PAGE>
 
warrants and options on the same terms and conditions of existing warrant and
option holders. The purchaser is obligated to exercise these warrants at the
same time the options and warrants of existing holders are exercised, subject to
certain limitations. The amount of proceeds from the exercise of these warrants
cannot be estimated at this time.

There can be no assurance that the Company will obtain any such proceeds from
the exercise of the above securities.

In connection with the acquisition of Eyeglass Emporium, the Company issued an
unsecured note payable for $350,000. The note bears interest at 7% and is
payable in twelve equal quarterly installments of $29,000 principal plus
accrued interest commencing June 30, 1998.
                                                                                
On February 20, 1997, the Company entered into a Credit Agreement (the
"Agreement") with a bank pursuant to which the Company can borrow up to $5.0
million on a term loan basis and up to $5.0 million on a revolving credit basis,
subject to certain performance criteria. Such performance criteria include,
among others, financial condition covenants such as rolling EBITDA levels,
indebtedness to EBITDA ratios, current ratio of 1:1 and minimum net worth
ratios.  The term loan facility bears interest at the bank's prime rate plus
1.5% or LIBOR plus 3% at the Company's election, and the revolving credit
facility bears interest at the bank's prime rate plus 1.25% or LIBOR plus 2.75%
at the Company's election. These loans are secured by all assets of the Company
and its wholly owned subsidiaries.  Amounts borrowed under the Agreement have
been and will continue to be used to refinance existing debt, finance future
acquisitions, provide ongoing working capital and for other general corporate
purposes. As part of the Agreement, the Company issued to the bank warrants to
purchase 150,000 shares of the common stock at a purchase price of $4.625 per
share.  The warrants expire December 31, 2003.

The Company anticipates that its working capital and sources of capital, such as
the existing credit facility, will be adequate to fund the Company's currently
proposed activities for at least the next twelve months.  The Company
anticipates using financing vehicles such as bank debt and other sources of
funding, such as additional equity offerings, to achieve its business plan,
including the acquisition of eye care centers.

The Company has an acquisition strategy to acquire and integrate the assets of
multi-site eye care centers and the practices of eye care professionals and to
employ or enter into management services contracts with these professionals.
This strategy includes both expanding existing regional markets and entering new
regional markets. The Company will also target acquisitions in strategic markets
that will serve as platforms from which the Company can consolidate a given
service area by making and integrating additional "in-market" acquisitions. The
Company is currently evaluating potential acquisition candidates. Without
additional funding, the Company's rate of acquisition and size of acquisition
could be limited.

NEW PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities, which establishes accounting standards for
derivative instruments, 

                                       14
<PAGE>
 
including certain derivative instruments embedded in other contracts
(collectively referred to as "derivatives") and for hedging activities. This
statement requires that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at fair value.
The statement also sets forth the criteria for determining whether a derivative
may be specifically designated as a hedge of a particular exposure with the
intent of measuring the effectiveness of that hedge in the statement of
operations. SFAS No. 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. Management does not believe that the adoption of
this statement will have a material impact on the Company's consolidated
financial position, results of operations or cash flows as the
Company does not utilize derivative instruments.
                                                                                

                                       15
<PAGE>
 
PART II.  OTHER INFORMATION

Item 2    CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)  Not applicable
(b)  Not applicable
(c)  (1)  Securities sold. On April 8, 1998 the Company issued an aggregate of
          87,940 shares (the "Shares") of its Common Stock, par value $.01 per
          share.

     (2)  Underwriters and other purchasers. No underwriters were involved in
          the transaction. The Company issued 43,970 Shares to each of Mr. Atse
          Krstevski and Mrs. Paulette Krstevski.

     (3)  Consideration. The Shares were issued to Mr. and Mrs. Krstevski as
          partial payment of the consideration due in connection with the
          acquisition by the Company of all of the issued and outstanding
          capital stock of Eye Glass Emporium, Inc.

     (4)  Exemption from registration claimed. The Company relied upon Section
          4(2) of the Securities Act of 1933, as amended, because the
          transaction did not involve any public offerings by the Company.

     (5)  Terms of conversion or exercise. Not applicable.

     (6)  Use of Proceeds. Not applicable.
                                                                               
(d)  Not applicable.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders was held on May 28, 1998. Of the 10,249,909
shares isssued and outstanding and eligible to vote as of the record date of
April 1, 1998, a quorum of 8,946,221 shares or 87.3 % of the eligible shares
were present in person or represented by proxy.

The following actions were taken at such meeting:

(a)  The reelection of the following Class B Directors:
<TABLE>
<CAPTION>
                                       Number of  Shares
                                      --------------------
                                                 Withheld
                                         For     Authority
                                      ---------  ---------
<S>                                   <C>        <C>
               Gary Jacobson, M.D.    8,878,360     67,861
               Russell E. Taskey      8,879,210     67,011
               William T. Sullivan    8,879,810     66,411
</TABLE>
Continuing Class C Directors (terms to expire 1999):

               Dr. Elliot Weinstock, O.D.
               William G. McLendon
               J. Mitchell Reese

Continuing Class A Directors (terms to expire 2000):
 
               Stephen M. Blinn
               Allen R. Kirkpatrick
               Richard G. Darman

                                       16
<PAGE>
 
(b)  The ratification of the appointment of KPMG Peat Marwick, LLP as the
Company's independant public accountants for the fiscal year ending December 31,
1998 (8,901,521 shares for approval, 16,710 shares against approval, 27,990
shares abstaining).

Item 5.   OTHER INFORMATION

     To be considered for inclusion in the proxy statement relating to the 
Annual Meeting of stockholders to be held in 1999, stockholder proposals must be
received no later than December 24, 1998. To be considered for presentation at 
the Annual Meeting, although not included in the proxy statement, proposals must
be received no later than March 29, 1999. All stockholder proposals should be 
marked for the attention of Secretary, Sight Resource Corporation, 100 Jeffrey 
Avenue, Holliston, Massachusetts 01746.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

            Exhibit
               No.                  Title
            -------                 -----
                27                  Financial Data Schedule

(b)  Reports on Form 8-K

     On April 24, 1998, the Company filed a current report on Form 8-K with
     respect to the acquisition of Eyeglass Emporium, Inc.

                                       17
<PAGE>
 
                                  SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       Sight Resource Corporation


 

Date:       August 5, 1998             By: /s/ William T. Sullivan
            --------------                 ------------------------
                                           William T. Sullivan
                                           President and Chief Executive Officer
                                           (principal executive officer)


 

Date:       August 5, 1998             By: /s/ Amy Feldman
            --------------                 -----------------------
                                           Amy Feldman
                                           Corporate Controller
                                           (principal financial and accounting
                                           officer)

                                       18