<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 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 Street
                             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               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 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                                                    12

   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> 
                                                                                  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>
                          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>
                          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>
 
                          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 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.

 (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.

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

 (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.

 (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.

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

(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.

     For the three month period ended June 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 as
     of and for the quarter ended June 30, 1997.

(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 $2,000 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.

                                       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 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.

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

                                       9
<PAGE>
 
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.

     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>
                                                      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. 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.

                                       10
<PAGE>
 
     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 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.

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<PAGE>
 
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>
 
                                  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

 

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