<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 SEPTEMBER 30, 1997 Commission File Number 0-21068

                           SIGHT RESOURCE CORPORATION

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

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

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

                                  508-429-6916
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

Registrant formerly located at N/A
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since the last
report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                                               Yes  X     No
                                                   ---       ---

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

On November 5, 1997, 8,756,500 shares of common stock, par value $0.01 per
share, were outstanding.

                                          TOTAL PAGES                   15
                                          EXHIBIT INDEX AT PAGE         14



<PAGE>   2




                           SIGHT RESOURCE CORPORATION
                                      INDEX


<TABLE>
<CAPTION>
<S>                                                                         <C>

PART I. FINANCIAL INFORMATION                                               PAGE
                                                                            ----
  Item 1   Financial Statements

           Consolidated Balance Sheet as of September 30, 1997, and
           December 31, 1996                                                  3

           Consolidated Statement of Operations for the Three and Nine
           Months Ended September 30, 1997 and 1996                           4

           Consolidated Statement of Cash Flows for the Nine
           Months Ended September 30, 1997 and 1996                           5

           Notes to Consolidated Financial Statements                         6


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

PART II. OTHER  INFORMATION

  Item 6   Exhibits and Reports on Form 8-K                                  14

           Signatures                                                        15

</TABLE>




                                       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>

                                                              September 30,     December 31,
                                                                   1997             1996
                                                              -------------     ------------
<S>                                                           <C>               <C>

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

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

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

Stockholders' equity:
   Preferred Stock, $.01 par value.  Authorized 5,000,000
     shares; no shares issued and outstanding                         --                --
   Common Stock, $.01 par value.  Authorized 20,000,000
     shares; issued 8,756,500 at September 30, 1997
     and  8,648,768 at December 31, 1996                              88                86
   Additional paid-in capital                                     38,282            37,510
   Common Stock issuable, 71,181 shares at September 30,
      1997 and December 31, 1996                                     432               432
   Treasury stock at cost
         (shares at September  30, 1997: 30,600)                    (137)               --
   Accumulated deficit                                           (15,777)          (15,262)
                                                                --------          --------
      Total stockholders' equity                                  22,888            22,766
                                                                --------          --------
                                                                $ 33,886          $ 31,430
                                                                ========          ========

</TABLE>


See accompanying notes to consolidated financial statements.

                                       3

<PAGE>   4



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



<TABLE>
<CAPTION>

                                                      Three Months Ended              Nine Months Ended
                                                September 30,   September 30,   September 30,   September 30,
                                                     1997            1996            1997            1996
                                                -------------   -------------   -------------   -------------
<S>                                             <C>             <C>             <C>             <C>

Net revenue                                        $12,674         $9,764          $33,141         $21,342

Cost of revenue                                      4,463          3,787           12,058           8,331
                                                   -------         ------          -------         -------

   Gross profit                                      8,211          5,977           21,083          13,011

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

Loss from operations                                  (153)          (725)          (1,019)         (2,137)
                                                   -------         ------          -------         -------

Other income (expense)
   Interest income                                      69            169              292             349
   Interest expense                                    (89)           (38)            (261)           (151)
   Gain on sale of assets                              251             --              474              --
                                                   -------         ------          -------         -------
   Total other income                                  231            131              505             198
                                                   -------         ------          -------         -------
 
Net income (loss)                                  $    78         $ (594)         $  (514)        $(1,939)
                                                   =======         ======          =======         =======

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

Weighted average number of common
   shares outstanding                                8,782          8,158            8,639           6,988
                                                   =======         ======          =======         =======

</TABLE>

See accompanying notes to consolidated financial statements.


                                       4

<PAGE>   5



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

<TABLE>
<CAPTION>

                                                                            Nine Months Ended
                                                                     September 30,     September 30,
                                                                          1997              1996
                                                                     -------------     -------------
<S>                                                                  <C>               <C>

Operating activities:
   Net loss                                                             $  (514)         $(1,939)
   Adjustments to reconcile net loss to net cash
         used in operating activities:
      Depreciation and amortization                                       1,482            1,497
      Gain on sale of assets                                               (474)              --

      Changes in operating assets and liabilities:
         Accounts receivable                                               (590)            (358)
         Inventories                                                       (727)              30
         Prepaid  expenses and other current assets                        (530)            (222)
         Accounts payable and accrued expenses                             (527)          (1,185)
                                                                        -------          -------
         Net cash used in operating activities                           (1,880)          (2,177)
                                                                        -------          -------

Investing activities:
   Purchases of property and equipment                                   (1,284)            (767)
   Acquisition of subsidiaries                                           (2,075)          (2,854)
   Proceeds from sale of assets                                           1,005               --
   Other assets                                                            (430)              (4)
                                                                        -------          -------
         Net cash used in investing activities                           (2,784)          (3,625)
                                                                        -------          -------

Financing activities:
   Principal payments on long term debt                                  (1,279)            (300)
   Net proceeds from issuance of common stock                                --            9,935
   Other liabilities                                                         39             (349)
   Purchase of common stock for treasury                                   (137)              --
                                                                        -------          -------
         Net cash (used in) provided by financing activities             (1,377)           9,286
                                                                        -------          -------

Net increase (decrease) in cash and cash equivalents                     (6,041)           3,484

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

Cash and cash equivalents, end of period                                $ 3,883          $11,519
                                                                        =======          =======
Supplemental Disclosure:
   Interest paid                                                        $   283          $   158
                                                                        =======          =======

   Equity issued associated with Credit Agreement                       $   180          $    --
                                                                        =======          =======

</TABLE>


See accompanying notes to consolidated financial statements.



                                       5


<PAGE>   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 operated forty-two eye care centers located throughout
         Ohio and Western Pennsylvania which provide optometric and audiology
         goods and services to persons with vision and hearing disorders. The
         transaction was accounted for using the purchase method of accounting.

         Effective July 1, 1997, the Company acquired one hundred percent of the
         outstanding shares of stock of Vision Holdings, Ltd. (formerly known as
         Dr. Greenberg, an Optometry Corporation ("Dr. Greenberg")). The
         purchase price paid in connection with this acquisition was $2,000 of
         cash on hand and the assumption and payment of notes payable
         outstanding as of July 1, 1997 of approximately $800. Dr. Greenberg
         operated seventeen eye care centers in Southeast Louisiana and
         Mississippi. The acquisition was accounted for using the purchase
         method of accounting.

         The results of operations of the four acquisitions have been included
         in the consolidated financial statements from their respective dates of
         acquisition. The excess of the purchase price and expenses associated
         with each acquisition over the estimated fair value of the net assets
         acquired has been recorded as goodwill.

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Basis of Presentation

         The accompanying consolidated financial statements have been prepared
         by the Company without audit, pursuant to the rules and regulations of
         the Securities and Exchange Commission. In the opinion of the Company,
         these consolidated financial statements contain all adjustments
         (consisting of only normal, recurring adjustments) necessary to present
         fairly the financial position of Sight Resource Corporation as of
         September 30, 1997 and the results of its operations for the three and
         nine months ended September 30, 1997 and 1996 and its cash flow for the
         nine months ended September 30, 1997 and 1996.




                                       6

<PAGE>   7


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



         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 three professional
         corporations ("PCs") in which the Company's subsidiaries assume the
         financial risks and rewards of such PCs through a management contract
         and a stock agreement. The Company has no direct equity ownership in
         the PCs. All significant intercompany balances and transactions have
         been eliminated.

         In preparation of these consolidated financial statements, in
         conformity with generally accepted accounting principles, management of
         the Company has made estimates and assumptions that affect the reported
         amounts of assets and liabilities, such as accounts receivable,
         inventory, impairment of property and equipment and intangibles. Actual
         results could differ from those estimates.

     (c) Revenue Recognition

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

         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.

      (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



                                       7

<PAGE>   8

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


         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 by
         comparing anticipated operating profits and future, undiscounted cash
         flows to net book value. In performing this analysis, management
         considers such factors as current results, trends, and future
         prospects, in addition to other economic factors.

     (g) Deferred Revenue

         The Company offers a contact lens purchasing program in which, for a
         set fee, customers may purchase contacts at discounted rates for a 12
         month period. The Company recognizes revenue from the sales of its
         contact lens purchasing program on a monthly basis over the life of the
         program.

     (h) Earnings (Loss) Per Share

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

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


(3)      DEBT

         Debt is as follows:

<TABLE>
<CAPTION>
                                                                           SEPTEMBER 30,      DECEMBER 31,
                                                                                1997              1996
                                                                           -------------      ------------
         <S>                                                               <C>                <C>

         Bank term loan, secured by all assets of one
         of the Company's subsidiaries                                         $   --            $1,000

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

                                                                                1,000             2,400

         Less current maturities                                                1,000               800
                                                                               ------            ------ 
         Long term debt, less current maturities                               $   --            $1,600
                                                                               ======            ======

</TABLE>


                                       8


<PAGE>   9

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

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


         On February 20, 1997, the Company entered into a Credit Agreement (the
         "Agreement") with a bank pursuant to which the Company can borrow
         $5,000 on a term loan basis and $5,000 on a revolving credit basis,
         subject to certain performance criteria. Such certain performance
         criteria include, among others, financial condition covenants such as
         rolling EBITDA levels, indebtedness to EBITDA ratios, current ratio of
         1:1 and minimum net worth requirement. The term loan facility bears
         interest at the bank's prime rate plus 1.5% or LIBOR plus 3% at the
         Company's election and the revolving credit facility bears interest at
         the bank's prime rate plus 1.25% or LIBOR plus 2.75% at the Company's
         election. These loans are secured by all assets of the Company and its
         wholly owned subsidiaries. As of September 30, 1997, the entire term
         loan was unused and $1,475 was outstanding on the revolving note. The
         revolving note bears interest at the bank's prime rate plus 1.25%
         (9.75% at September 30, 1997). As part of the Agreement, the Company
         issued to the bank warrants to purchase 150,000 shares of the common
         stock at a purchase price of $4.625 per share. The warrants expire
         December 31, 2003. The warrants were accounted for as additional paid
         in capital based upon the fair market value of the securities. Fair
         value was determined by using the relationship of the interest rate
         charged with the warrants versus the rate to be charged without the
         warrants. This value approximated that obtained using the Black Scholes
         Method.

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



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

OVERVIEW

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

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

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


                                       10

<PAGE>   11


RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER  30, 1997 AND 1996

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

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

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

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


                                       11

<PAGE>   12

during the nine months ended September 30, 1997 generated a gain of
approximately $474,000.

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

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

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1997, the Company had approximately $3.9 million in cash and
cash equivalents and working capital of approximately $1.5 million in comparison
to approximately $9.9 million in cash and cash equivalents and working capital
of approximately $7.8 million as of December 31, 1996.

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

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

<TABLE>
<CAPTION>
                                                Potential
Securities                                       proceeds
------------------------------------------     -----------
<S>                              <C>           <C>

Warrants                         2,472,100     $14,800,000
Class A Warrants                    85,000         500,000
Unit Purchase Options              215,000       3,700,000
IPO Representative Warrants         85,000       1,300,000
Creditanstalt Warrants             150,000         694,000
Representative Warrants            170,000       1,400,000
                                               -----------
                                               $22,394,000
                                               ===========

</TABLE>

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

The Company has a Credit Agreement with a bank pursuant to which the Company can
borrow up to $5.0 million on a term loan basis and up to $5.0 million on a
revolving credit basis, subject to certain performance criteria. Such certain
performance criteria include, among others, financial condition covenants such
as rolling EBITDA levels, indebtedness to EBITDA ratios, current ratio of 1:1
and minimum net worth requirement. The term loan facility bears interest at the
bank's prime rate plus 1.5% or LIBOR plus 3% at the Company's election and the
revolving credit


                                       12

<PAGE>   13

facility bears interest at the bank's prime rate plus 1.25% or LIBOR plus 2.75%
at the Company's election. As of September 30, 1997, approximately $1.5 million
was outstanding on the revolver. As part of the Agreement, the Company issued to
the bank warrants to purchase 150,000 shares of the common stock at a purchase
price of $4.625 per share. The warrants expire on December 31, 2003.

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

Effective July 1, 1997, the Company acquired one hundred percent of the
outstanding shares of stock of Vision Holdings, Ltd. (formerly known as Dr.
Greenberg, an Optometry Corporation ("Dr. Greenberg")). The purchase price paid
in connection with this acquisition was $2.0 million of cash on hand and the
assumption and payment of notes payable outstanding as of July 1, 1997 of
approximately $800,000. Dr. Greenberg operated seventeen eye care centers in
Southeast Louisiana and Mississippi. The acquisition was be accounted for using
the purchase method of accounting.

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



                                       13

<PAGE>   14



PART II. OTHER INFORMATION


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

Exhibit
No.             Title
-------         -----
<S>             <C>

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

10.2*           Promissory Note between Sight Resource Corporation
                and Mr. Stephen Blinn

27              Financial Data Schedule

</TABLE>


* This exhibit relates to a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this form.


  Reports on Form 8-K
  -------------------


       NONE




                                       14

<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.

<TABLE>
<S>                                   <C>

                                      Sight Resource Corporation



Date: November 14, 1997               /s/ William G. McLendon
      -----------------               ------------------------------------------
                                      William G. McLendon
                                      Chief Executive Officer and President
                                      (principal executive officer)



Date: November 14, 1997               /s/ Alan MacDonald
      -----------------               ------------------------------------------
                                      Alan MacDonald
                                      Vice President, Finance and Administration
                                      (principal financial and chief accounting
                                      officer)

</TABLE>





                                       15