<PAGE>   1
                       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, 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)

                         Registrant formerly located at
                              67 South Bedford St.
                              Burlington, MA 01803
--------------------------------------------------------------------------------
              (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 July 31, 1997, 8,618,168 shares of common stock, par value $0.01 per share,
were outstanding.

                                                TOTAL PAGES                   15
                                                EXHIBIT INDEX AT PAGE         14
<PAGE>   2
                           SIGHT RESOURCE CORPORATION
                                      INDEX



PART I. FINANCIAL INFORMATION                                               PAGE
-----------------------------                                               ----

   Item 1   Financial Statements

            Consolidated Balance Sheets as of June 30, 1997, and
            December 31, 1996                                                 3

            Consolidated Statements of Operations for the Three and Six
            Months Ended June 30, 1997 and 1996                               4

            Consolidated Statements of Cash Flows for the Six
            Months Ended June 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 4  Submission of Matters to a Vote of Security Holders              14

    Item 6  Exhibits and Reports on Form 8-K                                 14

            Signatures                                                       15


                                        2
<PAGE>   3
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,
                                                                1997             1996
                                                            -------------    -------------
<S>                                                         <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents                                $       8,215    $       9,924
   Accounts receivable, net of allowances
     of $361 and $353, respectively                                 1,815            1,405
   Inventories                                                      2,580            2,489
   Prepaid expenses and other current assets                          789              286
   Assets held for sale                                               325              458
                                                            -------------    -------------
      Total current assets                                         13,724           14,562
                                                            -------------    -------------

Property and equipment                                              6,613            6,030
Less accumulated depreciation                                      (1,730)          (1,095)
                                                            -------------    -------------
      Net property and equipment                                    4,883            4,935
                                                            -------------    -------------

Other assets:
   Intangible assets, net                                          11,441           11,768
   Other assets                                                       890              165
                                                            -------------    -------------
     Total other assets                                            12,331           11,933
                                                            -------------    -------------
                                                            $      30,938    $      31,430
                                                            =============    =============

LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
   Revolving note payable                                   $       1,475    $         475
   Current portion of long term debt                                1,400              800
   Accounts payable                                                 1,740            1,843
   Accrued expenses                                                 3,833            3,670
                                                            -------------    -------------
      Total current liabilities                                     8,448            6,788
                                                            -------------    -------------

Non-current liabilities:
   Long term debt, less current maturities                             --            1,600
   Other liabilities                                                  273              276
                                                            -------------    -------------
     Non-current liabilities                                          273            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 8,648,768 at June 30, 1997
     and  December 31, 1996                                            86               86
   Additional paid-in capital                                      37,690           37,510
   Common stock issuable, 71,181 shares at June 30,
      1997 and December 31, 1996                                      432              432
   Treasury stock at cost
         (shares at June 30, 1997: 30,600)                           (137)              --
   Accumulated deficit                                            (15,854)         (15,262)
                                                            -------------    -------------
      Total stockholders' equity                                   22,217           22,766
                                                            -------------    -------------
                                                            $      30,938    $      31,430
                                                            =============    =============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       3
<PAGE>   4
                           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,
                                                 1997        1996        1997        1996
                                               --------------------------------------------
<S>                                            <C>         <C>         <C>         <C>     
Net revenue                                    $ 10,027    $  5,918    $ 20,467    $ 11,578

Cost of revenue                                   3,746       2,282       7,595       4,544
                                               --------    --------    --------    --------

   Gross profit                                   6,281       3,636      12,872       7,034

Selling, general and administrative expenses      6,738       4,364      13,738       8,446
                                               --------    --------    --------    --------

Loss from operations                               (457)       (728)       (866)     (1,412)
                                               --------    --------    --------    --------

Other income (expense)
   Interest income                                  121          86         223         180
   Interest expense                                 (92)        (55)       (172)       (113)
   Gain on sale of assets                           223          --         223          --
                                               --------    --------    --------    --------
   Total other income                               252          31         274          67
                                               --------    --------    --------    --------

Net loss                                       ($   205)   ($   697)   ($   592)   ($ 1,345)
                                               ========    ========    ========    ========



Net loss per common share                      ($  0.02)   ($  0.11)   ($  0.07)   ($  0.21)
                                               ========    ========    ========    ========

Weighted average number of common
  shares outstanding                              8,618       6,458       8,628       6,402
                                               ========    ========    ========    ========
</TABLE>


See accompanying notes to consolidated financial statements.


                                        4
<PAGE>   5
                           SIGHT RESOURCE CORPORATION
                      Consolidated Statements of Cash Flows
                                 (In thousands)

<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                       June 30, 1997    June 30, 1996
                                                       -------------    -------------
<S>                                                    <C>              <C>
Operating activities:
   Net loss                                                    ($592)         ($1,345)
   Adjustments to reconcile net loss to net cash
         used in operating activities:
      Depreciation and amortization                              962              869
      Gain on sale of assets                                    (223)              --

      Changes in operating assets and liabilities:
         Accounts receivable                                    (410)            (293)
         Inventories                                             (91)             (26)
         Prepaid  expenses and other current assets             (503)            (261)
         Accounts payable and accrued expenses                    60             (617)
                                                       -------------    -------------
             Net cash used in operating activities              (797)          (1,673)
                                                       -------------    -------------

Investing activities:
   Purchases of property and equipment                          (638)            (480)
   Proceeds from sale of assets                                  411              376
   Other assets                                                 (545)              (6)
                                                       -------------    -------------
         Net cash used in investing activities                  (772)            (110)
                                                       -------------    -------------

Financing activities:
   Principal payments on long term debt                           --             (200)
   Net proceeds from issuance of common stock                     --            9,600
   Other liabilities                                              (3)              10
   Purchase of common stock for treasury                        (137)              --
                                                       -------------    -------------
            Net cash (used in) provided by financing           
                activities                                      (140)           9,410
                                                       -------------    -------------

Net increase (decrease) in cash and cash equivalents          (1,709)           7,627

Cash and cash equivalents, beginning of period                 9,924            8,035
                                                       -------------    -------------

Cash and cash equivalents, end of period               $       8,215    $      15,662
                                                       =============    =============
Supplemental Disclosure:
   Interest paid                                       $         172    $          41
                                                       =============    =============

   Equity issued associated with
   Credit Agreement                                    $         180               --
                                                       =============    =============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       5
<PAGE>   6
                           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. EB Brown operates forty-one 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.

         The results of operations of the three 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 June
         30, 1997 and the results of its operations and for the three and six
         months ended June 30, 1997 and 1996 and cash flows for the six months
         ended June 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>   7
                           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 entities in which the
         Company's subsidiaries assume the financial risks and rewards of such
         entities through a management contract. The Company has no direct
         equity ownership in these entities. 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
         Under existing 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.

         Revenue and the related costs from the sale of eyewear are recognized
         at the time an order is placed. Revenue is reported net of contractual
         allowances.

     (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 business acquisitions consist of
         customer lists, trademarks, non-compete agreements 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
         five to twenty-five years. The Company assesses the recoverability of
         unamortized intangible assets on an ongoing basis


                                       7
<PAGE>   8
                           SIGHT RESOURCE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


         by comparing anticipated operating profits and future, undiscounted
         cash flows to net book value.

     (g) Deferred Revenue
         The Company recognizes revenue from the sales of its contact lens
         purchasing program over the life of the program.

     (h) Net Loss Per Share
         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>
                                                                                 JUNE 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 due 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                                 1,400          1,400
                                                                                   ------         ------
                                                                                    1,400          2,400
                                                                                                
         Less current maturities                                                    1,400            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 June 30, 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. These loans are secured by all assets of the Company and
its wholly owned subsidiaries. As of June 30, 1997, the entire term loan was
unused and $1,475 is outstanding on the revolving note. The revolving note bears
interest at the bank's prime rate plus 1.25% (9.75% at June 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.


                                       8
<PAGE>   9
                           SIGHT RESOURCE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


         For the three month period ended June 30, 1997, the Company was not
         in compliance with two of 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.

(4)      SUBSEQUENT EVENT

         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. Dr.
         Greenberg operates seventeen eye care centers in Southeast Louisiana
         and Mississippi. The acquisition will be accounted for using the
         purchase method of accounting.


                                       9
<PAGE>   10
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 10K for the fiscal year ended
December 31, 1996 filed with the Securities and Exchange Commission.

OVERVIEW

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 seventy-one eye care centers, a
centralized optical laboratory and distribution center, two management service
organizations ("MSOs") and 9 laser vision correction ("LVC") centers which the
Company has established in association with leading hospitals, ambulatory
surgery centers and ophthalmologists.

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 multi-site 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 eye care products and
services with the highest quality at the lowest cost.


                                       10
<PAGE>   11
RESULTS OF OPERATIONS

 THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
NET REVENUE. The Company generated net revenue of approximately $10.0 million
and $20.5 million during the three and six months ended June 30, 1997,
respectively, from the operation of its seventy-one eye care centers and 9 laser
vision correction centers as compared to net revenue of approximately $5.9
million and $11.6 million from its 30 eye care centers and ten laser vision
correction centers for the same periods in 1996. Of the $4.1 million, or 69.5%,
increase in net revenue for the three months ended June 30, 1997 as compared to
the three months ended June 30, 1996, approximately $4.0 million relates to the
additional forty two eye care centers acquired effective July 1, 1996. The
remaining increase is due to increases in laser vision correction services. Of
the $8.8 million, or 75.9%, increase in net revenue for the six months ended
June 30, 1997 as compared to the six months ended June 30, 1996, approximately
$8.0 million relates to the additional forty two eye care centers acquired
effective July 1, 1997. The remaining increase is due to increases in laser
vision correction services and revenue generated in existing eye care centers.

COST OF REVENUE. Cost of revenue increased from $2.3 million for the three
months ended June 30, 1996 to $3.7 million for the three months ended June 30,
1997. Cost of revenue as a percent of net revenue decreased from 38.6% for the
three months ended June 30, 1996 to 37.4% for the three months ended June 30,
1997. Cost of revenue increased from $4.5 million for the six months ended June
30, 1996 to $7.6 million for the six months ended June 30, 1997. Cost of revenue
as a percent of net revenue decreased from 39.3% for the six months ended June
30, 1996 to 37.1% for the six months ended June 30, 1997. The decrease as a
percentage of net revenue is attributable to an increase in laser vision
correction procedures and 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 six months ended June 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 $6.7 million and $13.7 million for
the three and six months ended June 30, 1997, respectively, as compared to $4.4
million and $8.4 million for the three and six months ended June 30, 1996,
respectively. The increase primarily relates to payroll and facility costs
incurred in operating additional eye care centers in the first two quarters of
fiscal 1997 as compared to the first two quarters in fiscal 1996. Selling,
general and administrative expenses, as a percentage of net revenue, declined
from 73.7% and 72.9% for the three and six months ended June 30, 1996,
respectively, to 67.2% and 67.1% for the three and six months ended June 30,
1997, respectively. This decrease is a result of operating efficiencies which
the Company began to realize from the acquisition and expansion of multi-site
eye care centers and an increase in LVC revenue.

OTHER INCOME AND EXPENSES. Interest income totaled $121,000 and $223,000 for the
three and six months ended June 30, 1997, respectively as compared to $86,000
and $180,000 for the three and six months ended June 30, 1996, respectively.
This increase resulted from the investment of a higher average cash balance
during 1997 as compared to the same periods for 1996. Interest expense totaled
$92,000 and $172,000 for the three and six months ended June 30, 1997 as
compared to $55,000 and $113,000 for the three and six months ended June 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 June 30, 1997
generated a gain of approximately $223,000.


                                       11
<PAGE>   12
NET LOSS. The Company realized a net loss of $206,000 ($0.02 per share) and
$592,000 ($0.07 per share) for the three and six months ended June 30, 1997 as
compared to $697,000 ($0.11 per share) and $1.3 million ($0.21 per share) for
the three and six months ended June 30, 1996, respectively.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1997, the Company had approximately $8.2 million in cash and cash
equivalents and working capital of approximately $5.0 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.

As of June 30, 1997, the Company had securities outstanding which provide it
with potential sources of financing as outlined below:

<TABLE>
<CAPTION>
Securities                                                           Potential 
                                                                      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. As of 
June 30, 1997, approximately $1.5 million is 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.

For the three month period ended June 30, 1997, the Company was not in
compliance with two of 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 operates seventeen eye care centers in
Southeast Louisiana and Mississippi. The acquisition will be accounted for
using the purchase method of accounting.

The Company anticipates that its working capital and sources of capital, such as
the new 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 


                                       12
<PAGE>   13
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 multi-site eye care
centers. By acquiring multi-site 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 acquisition and size of acquisition could be limited.


                                       13
<PAGE>   14
PART II.  OTHER INFORMATION


   Item 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              The Company held its Annual Meeting of Stockholders on May
              22, 1997. The following represents the results of the
              proposals submitted to a vote of security holders:

              1.  Mr. Stephen Blinn and Mr. Allen Kirkpatrick were both elected 
                  to the Board of Directors to serve as members until the year
                  2000 Annual Meeting of Stockholders by more than a majority
                  of the votes cast. There were no abstentions or broker
                  non-votes.

              2.  A proposal to ratify the appointment of KPMG Peat Marwick
                  LLP as the Company's independent public accountants for the
                  fiscal year ended December 31, 1997 was approved by more
                  than a majority of the votes cast.

Item 6.       EXHIBITS AND REPORTS ON FORM 8-K


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


   REPORTS ON FORM 8-K

           On May 13, 1997, the Company filed Current Report on a Form 8-K with
           respect to the Sight Resource Corporation Shareholder Rights
           Agreement dated May 15, 1997.


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<PAGE>   15
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:  AUGUST 7, 1997             /S/  WILLIAM G. MCLENDON
                                  ------------------------
                                  William G. McLendon
                                  Chief Executive Officer and President
                                  (principal executive officer)



Date:  AUGUST 7, 1997             /S/  ALAN MACDONALD
                                  ------------------- 
                                  Alan MacDonald
                                  Vice President, Finance and Administration
                                  (principal financial and chief accounting  
                                  officer)


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