<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 March 25, 2000 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 May 1, 2000, 9,225,952 shares (does not include 30,600 shares held as
treasury stock) of common stock, par value $0.01 per share, were outstanding.

                                       1
<PAGE>

                          Sight Resource Corporation
                                     Index

PART I.    FINANCIAL                                                        Page
                                                                            ----

  Item 1   Financial Statements

           Consolidated Balance Sheets as of March 25, 2000 and
           December 25, 1999                                                   3

           Consolidated Statements of Operations for the Three
           Months Ended  March 25, 2000 and March 27, 1999                     4

           Consolidated Statements of Cash Flows for the Three
           Months Ended  March 25, 2000 and March 27, 1999                     5

           Notes to Consolidated Financial Statements                          6


  Item 2   Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                              10

  Item 3   Quantitative and Qualitative Disclosures About Market Risk         14

  PART II. OTHER INFORMATION

  Item 3   Defaults Upon Senior Securities                                    15

  Item 6   Exhibits and Reports on Form 8-K                                   15

           Signatures                                                         16

                                       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>
                                                             March 25,      December 25,
                                                               2000            1999
                                                            ----------      -----------
Assets                                                      (unaudited)
<S>                                                         <C>             <C>
Current assets:
   Cash and cash equivalents                                $      554       $      166
   Accounts receivable, net of allowance
     of $1,782 and $1,881, respectively                          3,846            3,583
   Inventories                                                   7,116            6,875
   Prepaid expenses and other current assets                       379              344
                                                            ----------       ----------
      Total current assets                                      11,895           10,968
                                                            ----------       ----------

Property and equipment                                          12,229           12,396
Less accumulated depreciation                                   (6,956)          (6,662)
                                                            ----------       ----------
      Net property and equipment                                 5,273            5,734
                                                            ----------       ----------

Other assets:
   Intangible assets, net                                       22,736           23,131
   Other assets                                                    939              921
                                                            ----------       ----------
     Total other assets                                         23,675           24,052
                                                            ----------       ----------
                                                            $   40,843       $   40,754
                                                            ==========       ==========

Liabilities and Stockholders' Equity
Current liabilities:
   Revolver notes payable                                   $    1,525       $      975
   Current portion of long term debt                             1,797            1,682
   Current portion of capital leases                                20               28
   Accounts payable                                              5,456            4,606
   Accrued expenses                                              2,050            2,673
                                                            ----------       ----------
      Total current liabilities                                 10,848            9,964
                                                            ----------       ----------
Non-current liabilities:
  Long term debt, less current maturities                        6,374            6,882
  Capital leases                                                    --                2
  Other liabilities                                                 22               22
                                                            ----------       ----------
     Total non-current liabilities                               6,396            6,906
                                                            ----------       ----------

Series B 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 of Series A issued and outstanding.          --               --
   Common Stock, $.01 par value.  Authorized 20,000,000
     shares; issued 9,225,952 at March 25, 2000
     and at December 25, 1999.                                      93               93
   Additional paid-in capital                                   38,500           38,500
   Treasury stock at cost, 30,600 shares at March 25,
      2000 and December 25, 1999.                                 (137)            (137)
   Unearned compensation                                            --               (2)
   Accumulated deficit                                         (21,392)         (21,105)
                                                            ----------       ----------
      Total stockholders' equity                                17,064           17,349
                                                            ----------       ----------
                                                            $   40,843       $   40,754
                                                            ==========       ==========
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                          SIGHT RESOURCE CORPORATION
                     Consolidated Statements of Operations
                (In thousands, except share and per share data)


                                                       Three Months Ended
                                                       ------------------
                                                March 25, 2000    March 27, 1999
                                                --------------------------------
                                                           (unaudited)

Net revenue                                       $    17,519       $    15,764

Cost of revenue                                         5,402             5,013
                                                  -----------       -----------

   Gross profit                                        12,117            10,751

Selling, general and administrative expenses           12,168            10,194
                                                  -----------       -----------

Income (loss) from operations                             (51)              557
                                                  -----------       -----------

Other income (expense)
   Interest income                                         12                42
   Interest expense                                      (223)              (82)
   Write-off of deferred financing costs                   --              (323)
                                                  -----------       -----------
     Total other income (expense)                        (211)             (363)
                                                  -----------       -----------

     Income (loss) before income tax expense             (262)              194

Income tax expense                                         25                21
                                                  -----------       -----------

Net income (loss)                                       ($287)      $       173
                                                  ===========       ===========

Net earnings (loss) per common share:
     Basic and diluted                                 ($0.03)      $      0.02
                                                  ===========       ===========

Number of shares used to compute net
     earnings (loss) per common share:
     Basic                                          9,226,000         9,061,000
                                                  ===========       ===========
     Diluted                                        9,226,000        10,564,000
                                                  ===========       ===========

         See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                          SIGHT RESOURCE CORPORATION
                     Consolidated Statements of Cash Flows
                                (In thousands)

<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                   ---------------------------
                                                                    March 25,       March 27,
                                                                      2000            1999
                                                                   -----------     -----------
                                                                          (unaudited)
<S>                                                                <C>             <C>
Operating activities:
   Net income (loss)                                                     ($287)    $       173
   Adjustments to reconcile net income (loss)  to net cash
         used in operating activities:
      Depreciation and amortization                                        939             809
      Amortization and write off of deferred financing costs                 6             344
      Amortization of unearned compensation                                  2               5
      Loss on sale of assets                                                18              --
      Changes in operating assets and liabilities:
         Accounts receivable                                              (263)           (607)
         Inventories                                                      (241)            (94)
         Prepaid expenses and other current assets                         (35)           (162)
         Accounts payable and accrued expenses                             212            (919)
                                                                   -----------     -----------
          Net cash provided by (used in) operating                         349            (451)
                                                                   -----------     -----------

Investing activities:
   Purchases of property and equipment                                    (247)           (193)
   Payments for acquisitions                                                --          (1,750)
   Proceeds from sale of assets                                            160              --
   Notes issued for acquisition                                             --             300
   Other assets                                                            (22)            (74)
                                                                   -----------     -----------
          Net cash used in investing activities                           (109)         (1,717)
                                                                   -----------     -----------

Financing activities:
   Principal payments                                                     (402)            (60)
   Proceeds from notes                                                     550           1,259
   Other liabilities                                                        --              63
                                                                   -----------     -----------
          Net cash provided by financing activities                        148           1,262
                                                                   -----------     -----------

Net increase (decrease) in cash and cash equivalents                       388            (906)

Cash and cash equivalents, beginning of period                             166           1,860
                                                                   -----------     -----------
Cash and cash equivalents, end of period                           $       554     $       954
                                                                   ===========     ===========
</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

          Effective January 1, 1999, the Company acquired all of the outstanding
          shares of stock of Shawnee Optical, Inc. ("Shawnee"). The purchase
          price paid in connection with this acquisition was $1,750 in cash,
          $300 in notes payable over three years and 70,000 shares of common
          stock. Shawnee operated nine eye care centers in Pennsylvania and
          Ohio. The acquisition was accounted for using the purchase method of
          accounting. In connection with the acquisition, the Company recorded
          purchase accounting adjustments to increase liabilities and establish
          reserves for the closing of facilities and related restructuring
          costs, including lease commitments and severance costs. The Company
          preliminarily recorded $450 in acquisition reserves, of which the
          Company provided a reserve of $400 for the potential closing of two
          stores and one laboratory, and a reserve of $50 for costs to sever
          administrative, store and laboratory personnel. During 1999, the
          Company further revised its plan and determined that no stores or
          laboratories would be closed. The Company reduced these reserves by
          $450 against goodwill as an adjustment to the cost of the acquired
          enterprise. No amounts have been charged against the acquisition
          reserves. At March 25, 2000, there were no purchase accounting
          reserves for this acquisition.

          Effective April 1, 1999, the Company acquired all of the outstanding
          shares of stock of Kent Optical Company and its associated companies
          (collectively, "Kent"). The purchase price paid in connection with
          this acquisition was $5,209 in cash, $1,000 in notes payable over
          three years and 160,000 shares of common stock. Kent operated 28 eye
          care centers in Michigan. The acquisition was accounted for using the
          purchase method of accounting. In connection with the acquisition, the
          Company recorded $91.5 as a reserve for potential costs to sever
          administrative and store personnel. At March 25, 2000, no amounts have
          been charged against this reserve.

          The following unaudited pro forma financial information for the
          Company gives effect to the acquisition of Kent as if it became
          effective on January 1, 1999. These pro forma results have been
          prepared for comparative purposes only and do not purport to be
          indicative of the results of operations which actually would have
          resulted had the Kent acquisition occurred on the date indicated, or
          which may result in the future.

                                       6
<PAGE>

                          Sight Resource Corporation
                  Notes to Consolidated Financial Statements
                (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                       March 25, 2000      March 27, 1999
          <S>                                                          <C>                 <C>
          Revenue...................................................     $   17,519         $   18,319
          Net loss..................................................           (287)              (471)
          Basic and diluted loss per share..........................          (0.03)             (0.05)
          Weighted average number of common shares outstanding......      9,226,000          9,221,000
</TABLE>

          The above unaudited pro forma financial information reflects certain
          adjustments, including amortization of goodwill, and an increase in
          the weighted average shares outstanding. This pro forma information
          does not necessarily reflect the results of operations that would have
          occurred had the acquisition taken place at the beginning of 1999 and
          is not necessarily indicative of the results that may be obtained in
          the future.

(2)  Summary of Significant Accounting Policy

     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 March 25, 2000 and the results of its operations and cash flows for
          the periods presented.

          The Company's fiscal year ends on the last Saturday in December. Each
          quarter represents a thirteen-week period, except during a 53-week
          year. The quarters ended March 25, 2000 and March 27, 1999 were
          thirteen-weeks. Fiscal year 2000 is a 53-week fiscal year and 1999 was
          a 52-week fiscal year.

          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 25, 1999.

(3)  Earnings Per Share

          The following table provides a reconciliation of the numerators and
          denominators of the basic and diluted earnings per share computations,
          if applicable, for the three months ended March 25, 2000 and March 27,
          1999:

                                       7
<PAGE>

                          Sight Resource Corporation
                  Notes to Consolidated Financial Statements
                (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                  Three Months Ended Three Months Ended
                                                                  -------------------------------------
                                                                      March 25,             March 27,
                                                                         2000                 1999
                                                                    ------------          ------------
<S>                                                                 <C>                   <C>
Basic Earnings Per Share
Net income (loss)                                                          ($287)         $        173
                                                                    ------------          ------------
Net income (loss) available to common shareholders                          (287)                  173
                                                                    ============          ============
Weighted average common shares outstanding                             9,226,000             9,061,000
Net income (loss) per share                                               ($0.03)         $       0.02
                                                                    ============          ============
Diluted Earnings Per Share
Net income (loss)                                                          ($287)         $        173
                                                                    ------------          ------------
Net income (loss) available to common shareholders                          (287)                  173
                                                                    ============          ============
Weighted average common shares outstanding                             9,226,000             9,061,000
Convertible preferred stock                                                    0             1,452,000
Options                                                                        0                51,000
                                                                    ------------          ------------
Weighted average common shares outstanding and
   potential shares                                                    9,226,000            10,564,000
                                                                    ============          ============
Net income (loss) per share                                               ($0.03)         $       0.02
                                                                    ============          ============
</TABLE>

The options, warrants and convertible preferred stock were not included in the
computation of diluted earnings per share for the three months ended March 25,
2000, since they would have been antidilutive.


(4)  Operating Segment and Related Information

The following table presents certain operating segment information.

<TABLE>
<CAPTION>
                                                For the three months ended March 25, 2000 and March 27, 1999


                                       Eye Care              Laser Vision                                   Consolidated
                                       Centers                Correction             All  Other               Totals
                                       -------                ---------              ----------               ------
                                   2000        1999         2000       1999       2000        1999       2000        1999
                                   ----        ----         ----       ----       ----        ----       ----        ----
<S>                              <C>         <C>            <C>        <C>        <C>         <C>       <C>         <C>
        Revenues:
   External customers            $17,349     $15,100        $170       $664          $0          $0     $17,519     $15,764

Interest:
   Interest income                     0           0           0          0          12          42          12          42
   Interest expense                   (5)        (25)          0         (2)       (218)        (55)       (223)        (82)
                                 --------    -------        ----       ----      ------      ------     -------     -------
      Net interest expense            (5)        (25)          0         (2)       (206)        (13)       (211)        (40)

Depreciation and amortization        892         741           3         33          44          35         939         809

Income/(loss) from operations      1,092       1,433           0        243      (1,144)     (1,119)        (52)        557

Identifiable assets               30,616      29,766          10        614      10,217       3,790      40,843       4,170

Capital expenditures                 231         193           2          0          14           0         247         193
</TABLE>

                                       8
<PAGE>

                          Sight Resource Corporation
                  Notes to Consolidated Financial Statements
                (In thousands, except share and per share data)

Each operating segment is individually managed and has separate financial
results that are reviewed by the Company's chief operating decision-makers. Each
segment contains closely related products that are unique to the particular
segment.

The principal products of the Company's eye care centers are eyeglasses, frames,
ophthalmic lenses and contact lenses.

Profit from operations is net sales less cost of sales and selling, general and
administrative expenses, but is not affected by non-operating charges/income or
by income taxes.

Non-operating charges/income consists principally of net interest expense.

In calculating profit from operations for individual operating segments, certain
administrative expenses incurred at the operating level that are common to more
than one segment are not allocated on a net sales basis.

All intercompany transactions have been eliminated, and intersegment
revenues are not significant.

(5)  Subsequent Event

On April 20, 2000, the Company retained PaineWebber Incorporated as its
financial advisor to work with management in exploring strategic alternatives to
support the future growth of the business and maximize shareholder value. The
Company expects to explore a full range of strategies available to the Company
including mergers, joint ventures, strategic partnerships and equity or debt
financing.

                                       9
<PAGE>

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 25, 1999 filed with the Securities and Exchange Commission.

Overview

Sight Resource Corporation (the "Company") manufactures, distributes and sells
eyewear and related products and services. As of March 25, 2000, the Company's
operations consisted of 130 eye care centers, with two regional optical
laboratories and three distribution centers, making the Company one of the
fifteen 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, Kent
Optical, Shawnee Optical, 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.

The Company operates two regional optical laboratories and three 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.

Results of Operations

Three Months Ended March 25, 2000 and March 27, 1999

Net Revenue. The Company generated net revenue of approximately $17.3 and $0.2
million during the three months ended March 25, 2000 from the operation of its
130 eye care centers and laser vision correction affiliation, respectively, as
compared to net revenue of approximately $15.1 and $0.7 million from its 102 eye
care and two LVC centers, respectively, for the three months ended March 27,
1999. The $1.7 million, or 10.8%, increase in total net revenue primarily
relates to the additional 28 eye care centers acquired since March, 1999,
partially offset by a $0.5 million revenue reduction in laser vision correction.

Cost of Revenue. Cost of revenue increased from approximately $4.7 million for
the operation of the 102 eye care centers for the three months ended March 27,
1999 to

                                       10
<PAGE>

approximately $5.3 million for the operation of the 130 eye care centers for the
three months ended March 25, 2000. Cost of revenue decreased to $0.1 million
from the operation of laser vision affiliations for the three months ended March
25, 2000 compared to $0.4 million for the operation of two LVC centers for the
three months ended March 27, 1999. Total cost of revenue as a percentage of net
revenue decreased from 31.8% for the three months ended March 27, 1999 to 30.8%
for the three months ended March 25, 2000. The improvement as a percentage of
net revenue reflects the realization of purchase economies, the Kent acquisition
which had a lower cost of revenue as a percentage of net revenue, and a
reduction in laser vision correction revenue which had a higher cost of revenue
as a percentage of net revenue. Cost of revenue principally consisted of (i) the
cost of manufacturing, purchasing and distributing optical products to the
Company's customers and (ii) the cost of delivering LVC services, including
depreciation and maintenance on excimer lasers.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses were approximately $12.2 million for the three months
ended March 25, 2000 as compared to approximately $10.2 million for the three
months ended March 27, 1999. The increase primarily relates to payroll and
facility costs incurred in operating the 28 additional eye care centers acquired
effective April 1, 1999.

Other Income and Expense. Interest income totaled $12,000 for the three months
ended March 25, 2000 as compared to $42,000 for the three months ended March 27,
1999. This decrease resulted from the investment of a lower average cash and
cash equivalents balance during the first three months of 2000 as compared to
the same period in 1999. Interest expense totaled $223,000 for the three months
ended March 25, 2000 as compared to $82,000 for the three months ended March 27,
1999. The increase is associated with a higher average balance of debt
outstanding during the first three months of 2000 as compared to the same period
in 1999. The non-cash write-off of deferred financing costs for the three months
ended March 27, 1999 resulted from the costs incurred in connection with the
termination of the Company's prior credit facility.

Net Income (Loss). The Company realized a net loss of $287,000, or $0.03 per
share on a basic and diluted weighted average basis, for the three months ended
March 25, 2000 as compared to net income of $173,000, or $0.02 per share on a
basic and diluted weighted average basis, for the three months ended March 27,
1999.

Liquidity and Capital Resources

At March 25, 2000, the Company had approximately $0.6 million in cash and cash
equivalents and working capital of approximately $1.0 million, in comparison to
approximately $0.2 million in cash and cash equivalents and working capital of
approximately $1.1 million as of December 25, 1999. As compared to December 25,
1999, current assets have increased by $0.9 million and current liabilities have
increased by $1.0 million. Working capital is essentially unchanged at March 25,
2000 as compared to December 25, 1999.

Effective January 1, 1999, the Company acquired all of the outstanding shares of
stock of Shawnee Optical, Inc. ("Shawnee"). The purchase price paid in
connection with this acquisition was $1.75 million in cash, $0.3 million in
notes payable in substantially equal installments commencing January, 2000 and
continuing until January, 2002, and 70,000 shares of common stock. Shawnee
operated nine eye care centers in Pennsylvania and Ohio. The acquisition was
accounted for using the purchase method of accounting.

                                       11
<PAGE>

Effective April 1, 1999, the Company acquired all of the outstanding shares of
stock of Kent Optical Company and its affiliates (collectively, "Kent"). The
purchase price of this acquisition was $5.2 million in cash, $1.0 million in
notes payable in annual substantially equal installments commencing April, 2000
and continuing until April, 2002, and 160,000 shares of common stock. Kent
operated 28 eye care centers in central and southwest Michigan. The acquisition
was accounted for using the purchase method of accounting.

As of March 25, 2000, the Company had securities outstanding which provide it
with potential sources of financing as outlined below:

<TABLE>
<CAPTION>
Securities                                                   Securities       Potential
                                                             Outstanding      Proceeds
---------------------------------------------------------------------------------------
<S>                                                          <C>             <C>
Class II Warrants                                               290,424      $2,032,968
Representative Warrants                                         170,000       1,400,000
Bank Austria AG, f/k/a Creditanstalt, Warrants                  150,000         693,750
                                                                             ----------
                                                                             $4,126,718
                                                                             ==========
</TABLE>

As of March 25, 2000, the Company also has outstanding 382,791 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 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.

On February 20, 1997, the Company entered into a Credit Agreement (the "1997
Agreement") with a bank pursuant to which the Company could 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 part of the 1997 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. As noted in the next paragraph below, the Company has entered into a new
credit facility and retired the 1997 Agreement.

On April 15, 1999, the Company entered into a Loan Agreement (the "1999
Agreement") with a bank pursuant to which the Company could borrow $10.0 million
on an acquisition line of credit, $7.0 million on a term loan basis and $3.0
million on a revolving line of credit basis, subject to certain performance
criteria and a asset-related borrowing base for the revolver. The performance
criteria include, among others, financial condition covenants such as net worth
requirements, indebtedness to net worth ratios, debt service coverage ratios,
funded debt coverage ratios, and pretax profit, net profit and EBITDA
requirements. The acquisition line facility bore interest at either the bank's
prime rate, or LIBOR plus 2.25%, or at a comparable interest swap rate at the
Company's election. The term loan facility bore interest at LIBOR plus 2.25% or
at a comparable interest swap rate at the Company's election. The revolving
credit facility

                                       12
<PAGE>

bore interest at the bank's prime rate or LIBOR plus 2.0% at the Company's
election. As of March 25, 2000, $6.583 million was borrowed on the term loan and
$1.525 million was borrowed on the revolving credit facility.

At December 25, 1999, the Company was not in compliance with the following
financial covenants of the 1999 Agreement: minimum net worth, minimum debt
service coverage, maximum funded debt service coverage and minimum net profit.
However, on March 31, 2000, the Company and the bank entered into a modification
agreement that amended the 1999 Agreement in order to, among other things, waive
the Company's default, adjust certain covenants to which the Company is subject
and terminate the acquisition line of credit. In addition, the modification
agreement limits the revolving line note to $2.5 million and the term loan to
$6.75 million and establishes the maturity date for each of these credit lines
as March 31, 2001. Also, the modification agreement establishes the following
interest rates for both the revolving line note and term loan: (i) from closing
date of the agreement through August 31, 2000 " prime rate plus 1.0%; (ii) from
September 1, 2000 through October 31, 2000 " prime rate plus 2.0%; and (iii)
from November 1, 2000 through March 31, 2001 " prime rate plus 3.0%. The
scheduled monthly principal payments for the term loan are adjusted to
$83,333.33 from April, 2000 through July, 2000, $100,000.00 from August, 2000
through December, 2000 and $125,000.00 from January, 2001 through March, 2001.
The Company intends to consider and pursue alternative lenders to refinance this
credit arrangement on a long-term basis. In addition, the Company has retained
PaineWebber Incorporated as its financial advisor to work with management in
exploring strategic alternatives, including mergers, joint ventures, strategic
partnerships and equity or debt financing, to support the future growth of the
business and maximize shareholder value.

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 from time to time will evaluate potential acquisition candidates.
Without additional funding, the Company's rate of acquisition and size of
acquisition could be limited.

Recent Accounting Pronouncements

In June, 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
"derivatives") and for hedging activities, and required adoption in periods
beginning after June 15, 2000. SFAS 133 was subsequently amended by Statement of
Financial Accounting Standards No. 137 ("Accounting for Derivative Instruments
and Hedging Activities"). SFAS No. 137 will be effective for fiscal years
beginning after June 15, 2000. SFAS 137, which becomes effective for the Company
in its year ending December 31, 2001, is not expected to have a material impact
on the consolidated financial statements of the Company.

                                       13
<PAGE>

Year 2000 Issue

The Company did not experience any difficulties related to the Year 2000 problem
on December 31, 1999, and we are not aware of any such difficulties since that
date. The Company's operations have not, to date, been adversely affected by any
difficulties experienced by suppliers or customers in connection with the Year
2000 problem. The Company's Year 2000 Compliance Plan also addressed issues
related to the date February 29, 2000, and management will continue to monitor
systems for potential difficulties through the remainder of calendar year 2000.

Item 3:   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has not entered into any transactions using derivative financial
instruments or derivative commodity instruments and believes that its exposure
to market risk associated with other financial instruments (such as investments)
is not material.

                                       14
<PAGE>

PART II.  OTHER INFORMATION

     Item 3.   Defaults Upon Senior Securities

     On April 15, 1999, the Company entered into a loan agreement with Fleet
National Bank ("Fleet") which provided for a $3.0 million revolving line of
credit, $10.0 million acquisition line of credit and $7.0 million term loan. As
of December 25, 1999, the Company had $975,000 outstanding on the revolving line
of credit, $6.8 million outstanding on the term loan and no balance outstanding
on the acquisition line of credit. At that time, the Company was not in
compliance with certain negative covenants contained in the loan agreement
relating to (i) minimum net worth, (ii) minimum debt service coverage, (iii)
maximum funded debt service coverage and (iv) minimum net profit. On March 31,
2000, the Company and Fleet entered into a modification agreement that amended
the loan agreement in order to, among other things, waive the Company's default
resulting from noncompliance with the covenants, adjust some of the covenants to
which the Company is subject and terminate the acquisition line of credit. In
addition, the modification agreement limits the revolving line of credit to $2.5
million, the term loan to $6.75 million and establishes the maturity date for
each of the credit line and term loan as of March 31, 2001. The Company intends
to consider and pursue alternative lenders to refinance its credit arrangement
with Fleet on a long-term basis.

     Item 6.   Exhibits and Reports on Form 8-K


               (a)  Exhibits

                    Exhibit
                      No.          Title
                      ---          -----
                      10.1         Modification Agreement, dated March 31, 2000
                                   between the Company and Fleet National Bank

                      27           Financial Data Schedule

               (b)  Reports on Form 8-K.

                    No reports on Form 8-K were filed during the quarter covered
                    by this report.

                                       15
<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:       May 8, 2000                    By: /S/ WILLIAM T. SULLIVAN
            -----------                    ---------------------------
                                           William T. Sullivan
                                           President and Chief Executive Officer
                                           (principal executive officer)





Date:       May 8, 2000                    By: /S/ JAMES NORTON
            -----------                    --------------------
                                           James Norton
                                           Chief Financial Officer
                                           (principal financial officer)

                                       16
<PAGE>

                                 Exhibit Index

Exhibit No.     Title
-----------     ---------------------------------------------------------
     10.1       Modification Agreement, dated March 31, 2000, between the
                Company and Fleet National Bank

     27         Financial Data Schedule

                                      17