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


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

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



  For Quarterly Period Ended September 30, 1997  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 November 5, 1997, 8,756,500 shares of common stock, par value $0.01 per
share, were outstanding.

                                       TOTAL PAGES                13
                                       EXHIBIT INDEX AT PAGE      12
<PAGE>
 
                          SIGHT RESOURCE CORPORATION
                                     INDEX



<TABLE>
<CAPTION>
                                                                                                                        PAGE
                                                                                                                        ----
<S>                                                                                                                     <C> 
PART I. FINANCIAL INFORMATION

 Item 1   Financial Statements

          Consolidated Balance Sheets as of September 30, 1997, and December 31, 1996                                     3
                                                                                                                         
          Consolidated Statements of Operations for the Three and Six Months Ended September 30, 1997 and 1996            4
                                                                                                                         
          Consolidated Statements of Cash Flows for the Six Months Ended September 30, 1997 and 1996                      5
                                                                                                                         
          Notes to Consolidated Financial Statements                                                                      6
                                                                                                                         
 Item 2   Management's Discussion and Analysis of Financial Condition and Results of Operations                          10
                                                                                                                         
PART II.  OTHER INFORMATION                                                                                              
                                                                                                                         
 Item 6   Exhibits and Reports on Form 8-K                                                                               12
                                                                                                                         
          Signatures                                                                                                     13
</TABLE>

                                       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> 
                                                                                SEPTEMBER 30,  DECEMBER 31,
                                                                                    1997           1996
                                                                                -------------  ------------
<S>                                                                             <C>            <C> 
ASSETS
Current assets:
   Cash and cash equivalents                                                      $  3,883      $  9,924
   Accounts receivable, net of allowances of $515 and $353, respectively             2,509         1,405
   Inventories                                                                       4,133         2,489
   Prepaid expenses and other current assets                                           803           286
   Assets held for sale                                                                 56           458
                                                                                  --------      --------      
      Total current assets                                                          11,384        14,562
                                                                                  --------      --------               

Property and equipment                                                              10,169         6,030
Less accumulated depreciation                                                       (4,236)       (1,095)
                                                                                  --------      --------  
      Net property and equipment                                                     5,933         4,935
                                                                                  --------      --------               
Other assets:  
   Intangible assets, net                                                           15,170        11,768
   Other assets                                                                      1,399           165
                                                                                  --------      --------  
     Total other assets                                                             16,569        11,933
                                                                                  --------      -------- 
                                                                                  $ 33,886      $ 31,430
                                                                                  ========      ========
LIABILITIES & STOCKHOLDERS' EQUITY 
Current liabilities:                                             
   Revolving note payable                                                         $  1,475      $    475
   Current portion of long term debt                                                 1,000           800
   Accounts payable                                                                  2,678         1,843
   Accrued expenses                                                                  4,682         3,670
                                                                                  --------      --------  
      Total current liabilities                                                      9,835         6,788
                                                                                  --------      --------               

Non-current liabilities:                                                                            
   Long term debt, less current maturities                                              --         1,600
   Other liabilities                                                                 1,163           276
                                                                                  --------      -------- 
     Non-current liabilities                                                         1,163         1,876
                                                                                  --------      --------               

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                             
   8,756,500 at September 30, 1997 and  8,648,768 at December 31, 1996                  88            86                        
   Additional paid-in capital                                                       38,282        37,510
   Common Stock issuable, 71,181 shares at September 30, 1997 and December             
   31, 1996                                                                            432           432                 
   Treasury stock at cost  (shares at September  30, 1997: 30,600)                    (137)           --
   Accumulated deficit                                                             (15,777)      (15,262)
                                                                                  --------      -------- 
      Total stockholders' equity                                                    22,888        22,766
                                                                                  --------      -------- 
                                                                                  $ 33,886      $ 31,430
                                                                                  ========      ========               
</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               NINE MONTHS ENDED
                                                            SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,    SEPTEMBER 30,
                                                                1997            1996            1997             1996
                                                            -------------   -------------   -------------    -------------
<S>                                                         <C>             <C>             <C>              <C>
Net revenue                                                    $ 12,674         $  9,764        $ 33,141          $ 21,342

Cost of revenue                                                   4,463            3,787          12,058             8,331
                                                              ---------         --------       ---------        ----------
   Gross profit                                                   8,211            5,977          21,083            13,011

Selling, general and administrative expenses                      8,364            6,702          22,102            15,148
                                                              ---------         --------       ---------        ----------

Loss from operations                                               (153)            (725)         (1,019)           (2,137)
                                                              ---------         --------       ---------        ----------
Other income (expense)
   Interest income                                                   69              169             292               349
   Interest expense                                                 (89)             (38)           (261)             (151)
   Gain on sale of assets                                           251               --             474                --
                                                              ---------         --------       ---------        ----------
   Total other income                                               231              131             505               198
                                                              ---------         --------       ---------        ----------

Net income (loss)                                              $     78          $  (594)       $   (514)         $ (1,939)
                                                              =========         ========       =========        ==========

Earnings (loss) per common share                               $   0.01          $ (0.07)       $  (0.06)         $  (0.28)
                                                              =========         ========       =========        ==========

  Weighted average number of common shares outstanding            8,782            8,158           8,639             6,988
                                                              =========         ========       =========        ==========
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                          SIGHT RESOURCE CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)


<TABLE> 
<CAPTION> 
                                                                                    NINE MONTHS ENDED
                                                                               SEPTEMBER 30,   SEPTEMBER 30,
                                                                                   1997            1996
                                                                               -------------   -------------
<S>                                                                            <C>             <C> 
Operating activities:
   Net loss                                                                        $  (514)        $(1,939) 
   Adjustments to reconcile net loss to net cash  used in operating                                         
   activities:                                                                                                 
      Depreciation and amortization                                                  1,482           1,497  
      Gain on sale of assets                                                          (474)             -- 
                                                                                                            
      Changes in operating assets and liabilities:                                                          
         Accounts receivable                                                          (590)           (358) 
         Inventories                                                                  (727)             30  
         Prepaid  expenses and other current assets                                   (530)           (222) 
         Accounts payable and accrued expenses                                        (527)         (1,185) 
                                                                                   -------         -------
         Net cash used in operating activities                                      (1,880)         (2,177) 
                                                                                   -------         ------- 
Investing activities:                                                                                       
   Purchases of property and equipment                                              (1,284)           (767) 
   Acquisition of subsidiaries                                                      (2,075)         (2,854) 
   Proceeds from sale of assets                                                      1,005              --  
   Other assets                                                                       (430)             (4) 
                                                                                   -------         ------- 
         Net cash used in investing activities                                      (2,784)         (3,625) 
                                                                                   -------         -------                          
Financing activities:                                                                                       
   Principal payments on long term debt                                             (1,279)           (300) 
   Net proceeds from issuance of common stock                                           --           9,935 
   Other liabilities                                                                    39            (349) 
   Purchase of common stock for treasury                                              (137)             -- 
                                                                                   -------         -------  
         Net cash (used in) provided by financing activities                        (1,377)          9,286  
                                                                                   -------         -------                          

Net increase (decrease) in cash and cash equivalents                                (6,041)          3,484  
                                                                                                            
Cash and cash equivalents, beginning of period                                       9,924           8,035  
                                                                                   -------         -------                          

Cash and cash equivalents, end of period                                           $ 3,883         $11,519  
                                                                                   =======         ======= 
Supplemental Disclosure:                                                                                    
   Interest paid                                                                   $   283         $   158  
                                                                                   =======         =======
   Equity issued associated with Credit Agreement                                  $   180         $    --   
                                                                                   =======         =======
</TABLE> 

         See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
 
                           SIGHT RESOURCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(1)  THE COMPANY

 (a) Nature of Business

     The business of Sight Resource Corporation is to participate in the
     delivery of a complete range of eye care products and services through
     integrated networks of opticians, optometrists and ophthalmologists.

 (b) US 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. 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 $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.  The
     total value assigned to the shares of common stock issued and to be issued
     is $2,333,000.  The shares issued and to be issued have been recorded in
     the statement of stockholders' equity.  EB Brown operated forty-two 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 ("Dr. Greenberg")). The purchase price
     paid in connection with this acquisition was $2,000 of cash on hand and the
     assumption and payment of notes payable outstanding as of July 1, 1997 of
     approximately $800. Dr. Greenberg operated seventeen eye care centers in
     Southeast Louisiana and Mississippi. The acquisition was accounted for
     using the purchase method of accounting.

     The results of operations of the four 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.

(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 September 30, 1997
     and the results of its operations for the three and nine months ended
     September 30, 1997 and 1996 and its cash flow for the nine months ended
     September 30, 1997 and 1996.

     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, 1996.

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


 (b) Principles of Consolidation

     The accompanying consolidated financial statements include the accounts of
     the Company, its wholly-owned subsidiaries and three professional
     corporations ("PCs") in which the Company's subsidiaries assume the
     financial risks and rewards of such PCs through a management contract and a
     stock agreement. The Company has no direct equity ownership in the PCs. 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 placed.  The revenue generated from eye care services
     is recognized when the services are performed.  The Company has fee for
     service arrangements with all of its third party payors.  Revenue is
     reported net of the contractual allowances.  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 settlement 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 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
     asset.

 (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.

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

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

 (h) Earnings (Loss) Per Share

     Earnings per share are computed based on the weighted average number of
     shares outstanding plus common stock equivalents related to stock options
     and warrants, if such common stock equivalents cause dilution in earnings
     per share in excess of 3%.

     Net loss per share of common stock is based on the weighted average number
     of common shares outstanding. Common stock equivalents are not included in
     the calculation because they are antidilutive.

(3)  DEBT

     Debt is as follows:

<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 30,       DECEMBER 31,      
                                                                                          1997               1996         
                                                                                    -----------------  ----------------  
<S>                                                                                 <C>                <C>    
Bank term loan, secured by all assets of one of the Company's subsidiaries               $    --            $  1,000       

Unsecured notes payable, 7% interest rate, $400 paid on September 18, 1997 and
$1,000 due on March 18, 1998; due on demand if the Company's cash balance is 
less than $2,800                                                                           1,000               1,400
                                                                                        --------             -------
                                                                                           1,000               2,400

Less current maturities                                                                    1,000                 800
                                                                                        ========            ========
Long term debt, less current maturities                                                  $    --            $  1,600
                                                                                        ========            ========
</TABLE>

     At December 31, 1996, the Company had available a revolving credit facility
     in the amount of $500 based on eligible accounts receivable and inventory
     balances. As of December 31, 1996, $25 was unused.

     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. Such certain 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
     requirement. 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 September 30, 1997,
     the entire term loan was unused and $1,475 was outstanding on the revolving
     note. The revolving note bears interest at the bank's prime rate plus 1.25%
     (9.75% at September 30, 1997). 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 market value of the securities. Fair 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.

     As of September 30, 1997, the Company was not in compliance with two of its
     financial covenants in the Agreement related to i.) minimum requirement of
     earnings before interest, depreciation, amortization and taxes and ii.)
     minimum net worth requirement. The Company obtained a waiver from the bank
     for noncompliance with these covenants as of and for the quarter ended
     September 30, 1997.

                                       8
<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 Annual Report on Form 10K for the
fiscal year ended December 31, 1996 filed with the Securities and Exchange
Commission.

OVERVIEW

  The Company is in the business to manufacture, distribute and sell eyewear and
related products and services and, as necessary, to administer the business
functions of providing vision related medical services. The Company provides a
complete range of eye care products and services through integrated networks of
opticians, optometrists and ophthalmologists. The Company's services are
provided primarily to persons with common vision disorders, as well as to
persons with sight-threatening conditions. The Company's operations currently
consist of eighty-eight eye care centers, three management service organizations
("MSOs") and 5 laser vision correction ("LVC") centers which the Company has
established in association with leading hospitals, ambulatory surgery centers
and ophthalmologists. In addition, the Company operates a primary optical
laboratory and distribution center in Holliston, Massachusetts.

  The Company's objective is to become the leading integrated provider of eye
care products and services in select, regional markets. To develop significant
regional integrated networks, the Company's business strategy focuses on (i)
acquiring and integrating the assets of regional eye care centers and the
practices of eye care professionals (optometrists and ophthalmologists), (ii)
employing or entering into management services contracts with these
professionals, (iii) continuing to market comprehensive and competitively priced
eye care programs to leading HMOs, insurance companies and other third party
payors in the Company's regional markets, (iv) expanding strategic affiliations,
for pathology co-management opportunities, with select hospitals, ambulatory
surgery centers and eye care professionals and (v) continuing to market and
provide access to LVC services through the Company's eye care centers.

  The Company believes that its integrated approach to eye care provides
significant advantages, benefits and opportunities to patients, providers and
payors. Patients benefit from the convenience of eye care products and services
delivered at a single location. Eye care professionals benefit from the
supplemental management and administrative services and resources provided by
the Company, permitting them to continue to dedicate their time and effort to
their patients and professional practices. Payors benefit from the Company's
ability to conveniently provide a complete range of high quality eye care
products and services at competitive prices.

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER  30, 1997 AND 1996

  NET REVENUE. The Company generated net revenue of approximately $12.7 million
and $33.1 million during the three and nine months ended September 30, 1997,
respectively, from the operation of its eighty-eight eye care centers and six
LVC centers as compared to net revenue of approximately $9.8 million and $21.3
million from its seventy-one eye care centers and ten LVC centers for the same
periods in 1996. The $2.9 million, or 29.8%, increase in net revenue for the
three months ended September 30, 1997 as compared to the three months ended
September 30, 1996, relates primarily to the additional seventeen eye care
centers acquired effective July 1, 1997. Of the $11.8 million, or 55.3%,
increase in net revenue for the nine months ended September 30, 1997 as compared
to the nine months ended September 30, 1996, approximately $11.0 million relates
to the additional forty one eye care centers acquired effective July 1, 1996 and
to the additional seventeen eye care centers acquired effective July 1, 1997.

                                       9
<PAGE>
 
  COST OF REVENUE. Cost of revenue increased from $3.8 million for the three
months ended September 30, 1996 to $4.5 million for the three months ended
September 30, 1997. Cost of revenue as a percent of net revenue decreased from
38.8% for the three months ended September 30, 1996 to 35.2% for the three
months ended September 30, 1997. Cost of revenue increased from $8.3 million for
the nine months ended September 30, 1996 to $12.1 million for the nine months
ended September 30, 1997. Cost of revenue as a percent of net revenue decreased
from 39.0% for the nine months ended September 30, 1996 to 36.4% for the nine
months ended September 30, 1997. The decrease as a percentage of net revenue is
mainly attributable to reduced depreciation on ophthalmic equipment after the
write down due to the asset impairment recognized in the fourth quarter of 1996.
Cost of revenue for the three and nine months ended September 30, 1997 and 1996
principally consisted of (i) the cost of manufacturing, purchasing and
distributing optical products to its customers and (ii) the cost of delivering
LVC, including depreciation and maintenance on excimer lasers.

  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were approximately $8.4 million and $22.1 million for
the three and nine months ended September 30, 1997, respectively, as compared to
$6.7 million and $15.1 million for the three and nine months ended September 30,
1996, respectively. The increase primarily relates to payroll and facility costs
incurred in operating additional eye care centers in the first three quarters of
fiscal 1997 as compared to the first three quarters in fiscal 1996. Selling,
general and administrative expenses, as a percentage of net revenue, declined
from 68.6% and 71.0% for the three and nine months ended September 30, 1996,
respectively, to 66.0% and 66.7% for the three and nine months ended September
30, 1997, respectively. This decrease as a percent of net revenue is a result of
the Company's growth through acquisitions and the realization of certain
efficiencies related to this growth.

  OTHER INCOME AND EXPENSES. Interest income totaled $69,000 and $292,000 for
the three and nine months ended September 30, 1997, respectively, as compared to
$169,000 and $349,000 for the three and nine months ended September 30, 1996,
respectively. This decrease resulted from the investment of a lower average cash
balance during 1997 as compared to the same periods for 1996. Interest expense
totaled $89,000 and $261,000 for the three and nine months ended September 30,
1997 as compared to $38,000 and $151,000 for the three and nine months ended
September 30, 1996. This increase is associated with a higher average balance of
debt outstanding during 1997 as compared to the same periods in 1996. The sale
of certain ophthalmic equipment during the three months ended September 30, 1997
generated a gain of approximately $251,000. The sale of certain ophthalmic
equipment during the nine months ended September 30, 1997 generated a gain of
approximately $474,000.

  NET INCOME (LOSS). The Company realized net income of $78,000 ($0.01 per
share) and a net loss of $514,000 ($0.06 per share) for the three and nine
months ended September 30, 1997 as compared to a net loss of $594,000 ($0.07 per
share) and $1.9 million ($0.28 per share) for the three and nine months ended
September 30, 1996, respectively.

  The change from net loss to net income is primarily attributable to increased
income generated by the additional forty-one eye care centers acquired by the
Company effective July 1, 1996 and the seventeen eye care centers acquired
effective July 1, 1997. The change from net loss per share to net income per
share was partially offset by an increase in the weighted average number of
common shares outstanding as of September 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

  At September 30, 1997, the Company had approximately $3.9 million in cash and
cash equivalents and working capital of approximately $1.5 million in comparison
to approximately $9.9 million in cash and cash equivalents and working capital
of approximately $7.8 million as of December 31, 1996. Significant changes in
balance sheet line items included in working capital, such as inventory and
accrued expenses, are related to the acquisition of Vision Holdings, Ltd.

  On October 9, 1997, the Company signed a definitive purchase agreement for the
sale of approximately $5 million of its Series B Convertible Preferred Stock and
warrants to purchase common stock to The Carlyle Group. The transaction is
expected to close by the end of November, 1997.

                                       10
<PAGE>
 
  As of September 30, 1997, the Company had securities outstanding which provide
it with potential sources of financing as outlined below:

<TABLE>
<CAPTION>
                                                                                              POTENTIAL         
                           SECURITIES                                                         PROCEEDS          
                           ------------------------------------------------------            ------------        
                           <S>                                          <C>                 <C>                 
                           Warrants                                     2,472,100           $  14,800,000       
                                                                                                                
                           Class A Warrants                                85,000                 500,000       
                                                                                                                
                           Unit Purchase Options                          215,000               3,700,000       
                                                                                                                
                           IPO Representative Warrants                     85,000               1,300,000       
                                                                                                                
                           Creditanstalt Warrants                         150,000                 694,000       
                                                                                                                
                           Representative Warrants                        170,000               1,400,000       
                                                                                            -------------       
                                                                                            $  22,394,000       
                                                                                            =============        
</TABLE> 

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

  The Company has a Credit 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 certain
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 requirement. 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. As of September 30, 1997,
approximately $1.5 million was outstanding on the revolver. 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 on
December 31, 2003.

  As of September 30, 1997, the Company was not in compliance with two of its
financial covenants in the Agreement related to a.) minimum requirement of
earnings before interest, depreciation, amortization and taxes and b.) minimum
net worth requirement. The Company obtained a waiver from the bank for
noncompliance with these covenants.

  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 ("Dr. Greenberg")). The purchase price paid
in connection with this acquisition was $2.0 million of cash on hand and the
assumption and payment of notes payable outstanding as of July 1, 1997 of
approximately $800,000. Dr. Greenberg operated seventeen eye care centers in
Southeast Louisiana and Mississippi. The acquisition was be accounted for using
the purchase method of accounting.

  The Company anticipates that its working capital and sources of capital, such
as the credit facility, cash flow from operations, revenues from operations and
interest income from cash investments, 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. By acquiring eye care centers,
the Company gains critical mass of locations ensuring that potential patients
and third party payors will have convenient access to a wider variety of eye
care services. It also allows the Company to deliver these services at
considerable savings by using existing corporate and operational infrastructure,
which includes store operations, MIS, manufacturing, purchasing, distribution
and training. The Company is currently evaluating potential acquisition
candidates. Without additional funding, the Company's rate of future
acquisitions and size of future acquisitions could be limited.

                                      11
<PAGE>
 
PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


               EXHIBIT                
                 NO.          Title   
               -------        -----   

                 10.1         Stock Purchase Agreement by and among Marjory O.
                              Greenberg, As Testamentary Executrix of the
                              Succession of Tom I. Greenberg, Peter Brown, and
                              Vision Plaza Corp.

                 10.2*        Promissory Note between Sight Resource Corporation
                              and Mr. Stephen Blinn
                              
                 27           Financial Data Schedule
                              
* This exhibit relates to a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this form.

REPORTS ON FORM 8-K
-------------------

  NONE

                                      12
<PAGE>
 
                                  SIGNATURES
                                        
Pursuant to the requirements 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.


                                         SIGHT RESOURCE CORPORATION


Date: July 15, 1998                      By:  /S/  WILLIAM T. SULLIVAN
                                              ------------------------
                                              William T. Sullivan
                                              President

                                      13