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

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended                        Commission file Number 0-1590
     December 31, 2001


                            THE WESTWOOD GROUP, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                <C>                                <C>
          DELAWARE                       190 V.F.W. PARKWAY                   04-1983910
(state or other jurisdiction of           REVERE, MA 02151            (IRS Employer Identifier
 incorporation or organization)    (address of principal executive       verification No.)
                                     offices including zip code)
</TABLE>

                                  781-284-2600
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:


                                      None


          Securities registered pursuant to Section 12(g) of the Act:

                                 Title of Class

                           Common Stock-$.01 par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and 2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment of this
Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date within 60
days prior to the date of filing, was:

<TABLE>
<CAPTION>
                            TOTAL NO. OF SHARES
      PRICING OF            COMMON STOCK HELD BY        AGGREGATE
     VOTING STOCK              NON-AFFILIATES          MARKET VALUE
     ------------           --------------------       ------------
<S>                         <C>                       <C>
       $0.85(1)                  239,110(2)              $179,333
</TABLE>

(1) Reflects the price of shares of Common Stock, par value $0.01 per share,
traded on November 26, 2001 and December 28, 2001. The registrant's Common Stock
was removed from quotation through the NASDAQ system on July 29, 1988. There is
no established trading market for either the Company's Common Stock or Class B
Common Stock.

(2) Excludes shares held by Executive Officers and Directors of the registrant,
without admitting that any such Executive Officer or Director is an affiliate of
the registrant.

The number of shares outstanding of each of the registrant's classes of common
stock, as of March 29, 2002 was as follows:

Common Stock, $.01 par value: 351,210
Class B Common stock, $.01 par value: 912,015

DOCUMENTS INCORPORATED BY REFERENCE

None




<PAGE>
THE WESTWOOD GROUP, INC.
CALENDAR YEAR 2001 10-K ANNUAL REPORT

--------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I                                                                       PAGE
<S>                                                                          <C>
ITEM 1.  BUSINESS .........................................................      3
ITEM 2.  DESCRIPTION OF PROPERTY ..........................................      5
ITEM 3.  LEGAL PROCEEDINGS ................................................      5
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS ............      6

PART II
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS ..........................................................      6
ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA .............................      7
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS ............................................      8
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .......     13
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ......................     14
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE .............................................     37

PART III
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ..............     37
ITEM 11.  EXECUTIVE COMPENSATION ..........................................     38
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ..     41
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..................     44


PART IV
ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K     45
SIGNATURES ................................................................     46
EX-21.    SUBSIDIARIES OF THE COMPANY......................................     47
EX-23.1   CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS..........................     48

</TABLE>


<PAGE>
PART I

ITEM 1. BUSINESS

(A) GENERAL

     The Westwood Group, Inc. (the "Company" or "Westwood", which term as used
herein includes its wholly-owned subsidiaries) was incorporated in Delaware in
1984 as the successor to racing and restaurant operations which commenced in
1935 and 1968, respectively. The Company operates Wonderland Greyhound Park,
Inc. ("Wonderland" or "Wonderland Park"), a pari-mutuel greyhound racing
facility located in Revere, Massachusetts. Until July, 1997, the Company also
operated a pari-mutuel harness racing facility located in Foxboro,
Massachusetts. (See Item 3, "Legal Proceedings").

(B) BUSINESS SEGMENTS

For the three (3) years ended December 31, 2001, the Company's business was
principally conducted in the pari-mutuel greyhound racing industry.

(C) DESCRIPTION OF BUSINESS

     The Company's wholly-owned subsidiary, Wonderland, owns and operates a
greyhound racetrack, located in the City of Revere, Massachusetts. Revere
adjoins the City of Boston. Wonderland Park is approximately five (5) miles
north of downtown Boston and is served directly by major transportation routes
and the Massachusetts Bay Transportation Authority rail line. The racetrack is
approximately two (2) miles from Boston's Logan International Airport.

     In addition to the racetrack, the Company maintains and operates two (2)
full service restaurants, a sports bar and other concession facilities at the
racetrack to serve patrons of Wonderland Park. The racetrack facility can
accommodate 10,000 patrons. The average attendance per day in 2001 was
approximately 871 persons. The total attendance for the year was approximately
290,000 persons. The complex encompasses a total of approximately thirty-five
(35) acres, including paved and lighted parking which has capacity for
approximately 2,300 cars.

     Wonderland was originally opened in 1935 and has operated continuously from
the same location since that time. Wonderland is authorized to conduct up to 520
live matinee and evening performances. In addition to conducting 333 live racing
performances during 2001, Wonderland provided its patrons with simulcast
wagering from fifty (50) various greyhound, thoroughbred and harness tracks
throughout the country. Wonderland also broadcasts its simulcast signal to
seventy-nine (79) locations throughout the country. The Company is continuing
its efforts to penetrate new markets into which it can broadcast its signal and
to develop new ways to provide quality racing entertainment to its on-track
patrons. See "Government Regulation" below for a discussion of simulcast
legislation.

     The Company's annual revenues are mainly derived from the commissions that
it receives from wagers made by patrons during its racing performances and from
admission and concession charges at such performances. Wagers at Wonderland are
placed under the pari-mutuel wagering system, pursuant to which the winning
bettors in each race divide the total amount bet on the race in proportion to
the sums they wagered individually, after deducting certain percentages governed
by state law including amounts which are reserved for The Commonwealth of
Massachusetts, the owners of the winning greyhounds, and the racetrack.

     The pari-mutuel commission is regulated by the state regulatory commission
in the jurisdiction of the individual race track. In addition, the net
pari-mutuel commission varies based upon the type of wager. Finally, the Company
generates commission revenue from other tracks for all amounts wagered on its
product at their facilities. These commissions vary based upon contractual
arrangements.


<PAGE>
      The average gross pari-mutuel commission on live racing at Wonderland was
approximately 24% of each $1.00 wagered on track during 2001, 2000 and 1999. Out
of this amount approximately 6% is distributed to kennel operators as purses
paid, 5% is paid to The Commonwealth of Massachusetts in the form of pari-mutuel
tax and 0.5% each is deposited into the Capital Improvements Trust Fund and
Promotional Trust Fund.

      The Commissioners of the Commonwealth of Massachusetts State Racing
Commission, as individuals, are the trustees and Wonderland is the beneficiary
of the Greyhound Capital Improvements and Promotional Trust Funds which have
been established in accordance with Massachusetts law and are dedicated to
reimbursement of capital improvements and promotional expenses.

      During July 1997, the Company's harness racing subsidiary, Foxboro Park,
Inc., was evicted from the Foxboro Raceway. (See Item 3, "Legal Proceedings";
and Notes 3 and 5 of Notes to Consolidated Financial Statements). As such, its
operating results are reflected as discontinued operations.

      In February 1998, the Company executed an Assignment for the Benefit of
Creditors for Foxboro Park, Inc., Foxboro Harness, Inc. and Foxboro
Thoroughbred, Inc. The assignment was executed to provide a mechanism for the
liquidation of its assets and the distribution of proceeds to its creditors.

(D) COMPETITION AND MARKETING

      The Company is trying to adapt and survive in a dramatically changing
environment, one in which the Company and the racing industry nationally have
experienced significant declines in on-site attendance and dollars wagered.

      The Company continues to be negatively impacted by a strong Massachusetts
state lottery, two (2) Indian Casinos in Connecticut and slot machines at the
Lincoln, Rhode Island, greyhound track. The casinos and track are in close
proximity to the Massachusetts border and therefore rely upon their ability to
attract Massachusetts patrons. Furthermore, Wonderland is at a competitive
disadvantage when compared with other New England greyhound racetracks in that
the simulcast legislation only permits it to offer a very limited amount of
simulcasting from thoroughbred racetracks due to its proximity to the Suffolk
Downs thoroughbred racetrack.

      Management has worked diligently over the last several years in attempting
to convince the Governor and the state Legislature of The Commonwealth of
Massachusetts of the need to allow the Commonwealth's commercial racetracks to
offer their patrons expanded gaming opportunities. The Massachusetts state
legislature took no action on gaming in the year 2001 and no gaming legislation
is currently anticipated in 2002. The Company cannot predict whether such
legislation will ever be enacted or enacted on favorable terms.

      In August 2000, animal rights activists were able to obtain the necessary
number of signatures in order to place a binding initiative petition to ban all
wagering on greyhound racing within Massachusetts effective June 1, 2001 on the
November 2000 Massachusetts ballot. If the initiative had passed, it would have
prohibited both live and simulcast wagering at The Westwood Group's Wonderland
racetrack facility, thus, in all likelihood, shutting down its principal
business. The campaign to defeat the ballot initiative was conducted jointly
with the dogtrack in Raynham, Massachusetts through a Ballot Question Committee
established in accordance with the campaign finance laws of Massachusetts.
Richard P. Dalton, The Westwood Group's President and Chief Executive Officer,
served as the chairman of the committee. This initiative was narrowly defeated
in the November 7, 2000 election. Despite the defeat of the initiative, the
animal rights activists remain active in their attempts to cause the Wonderland
racetrack to be permanently closed. Moreover, the advertising campaign directed
at banning greyhound racing has negatively affected the image of greyhound
racing.

(E) GOVERNMENT REGULATION

      Wonderland operates under an annual license granted after application to,
and public hearings by, the Massachusetts State Racing Commission. Wonderland
received its first license in 1935 and has had its license renewed annually
since that date. The Racing Commission has certain regulatory powers with
respect to the dates and the number of performances granted to its licensees and
various other aspects of racetrack operations. In addition, the Massachusetts
State Racing Commission licenses certain key officials employed by Wonderland.
The failure to receive or retain the annual racing license would have a material
adverse effect on our business.

      Alcoholic beverage control regulations require Wonderland to apply to a
state and local authority for a license or permit to sell alcoholic beverages on
the premises. The licenses must be renewed annually and may be revoked or
suspended for cause at any time. Alcoholic beverage control regulations relate


<PAGE>
to numerous aspects of the daily operations of the restaurants and bars,
including minimum age of patrons and employees, hours of operation, advertising,
wholesale purchasing, inventory control and handling, and storage and dispensing
of alcoholic beverages. The failure to receive or retain, or a delay in
obtaining, a liquor license could adversely affect the Company's ability to
operate the restaurant facilities. The Company has not encountered any material
problems relating to alcoholic beverage licenses to date.

     Various federal and state labor laws govern the Company's relationship with
its employees, including such matters as minimum wage requirements, overtime and
other working conditions. Significant additional government-imposed increases in
minimum wages, paid leaves of absence, mandated health benefits or increased tax
payment requirements in respect to employees who receive gratuities could have a
material adverse effect on the Company's results of operations.

     During 2001, the Company and the owners of other area racetracks worked to
enact legislation which would permit the Company and the other greyhound track
to continue to provide simulcast broadcasting of thoroughbred racing on a much
more frequent basis, as well as providing for a decrease in the pari-mutuel
taxes paid to the Commonwealth and that the funds available from the pari-mutuel
tax decrease be made available for increases in purses and the Greyhound Capital
Improvement and Promotional Trust Funds as well as the establishment of a
Greyhound Adoption Fund and the implementation of an off-track betting system.

     On November 17, 2001, the "Act Providing for Improvements to the Horse and
Greyhound Racing Industry in the Commonwealth and the Regulation Thereof" was
signed into law by the acting governor of Massachusetts. Under this new statute,
the Company and the other area racetracks are permitted to continue to provide
simulcast broadcasting of thoroughbred racing to their patrons until December
2005. The new legislation also provides that the Company is required to pay
premiums for the right to simulcast out-of-state thoroughbred and harness racing
ranging from 3% to 7% for the benefit of the purse accounts at the
Commonwealth's two (2) commercial horse racetracks. In addition to the extension
and expansion of simulcast broadcasting, this statute provides for a "purse
pool", which will be funded by taxes, fees and assessments with a minimum of
$400,000 being credited to the purse accounts of each racetrack with any
remaining portion being apportioned among the racetracks pursuant to a formula
to be devised by the State Racing Commission. All unclaimed simulcast wagers
collected at each racetrack are to be deposited with the Massachusetts State
Racing Commission for payment to the purse accounts of the individual racetracks
responsible for such unclaimed wagers. During 2001, the Company received a
one-time grant of $300,035 from the Commonwealth for the purpose of funding
capital improvements and repairs to its facility and equipment. Finally, the new
statute authorizes account wagering at each of the individual racetracks and
establishes a nine member special commission to study the feasibility of an
off-track betting program in Massachusetts.

     Despite the enactment of this legislation and the potential for increase
in cash flow from such legislation, management does not believe that this new
legislation in its current state will materially benefit the Company's overall
racing operations.

(F) EMPLOYEES

     At March 1, 2002, the Company employed approximately 350 persons.


ITEM 2. DESCRIPTION OF PROPERTY

     The racetrack facilities, which are located in Revere, Massachusetts,
include a one-quarter mile oval sand track, a physical plant consisting of a
climate controlled grandstand and clubhouse and a two-story administrative
center. The Company's Wonderland Park racing facility is mortgaged to secure the
indebtedness owed under a term loan to the Century Bank and Trust Company. (See
Item 1(C), "Description of Business", Item 7, "Liquidity and Capital Resources"
and Note 2 of Notes to Consolidated Financial Statements).

     The executive offices are owned by the Company and are located at
Wonderland Greyhound Park in Revere, Massachusetts.

ITEM 3. LEGAL PROCEEDINGS

     The Company is subject to various legal proceedings that arise in the
ordinary course of its business.

     In 1996, litigation ensued between Foxboro Realty Associates, LLC, et al.
and the Company, its subsidiary Foxboro Park, Inc., et al. in Norfolk Superior
Court in Massachusetts, over Foxboro Park's right to occupy Foxboro Raceway. The
Court issued an execution pursuant to which Foxboro Park was evicted from the
racetrack on July 31, 1997. The parties appealed to the Massachusetts Appeals
Court on January 27, 1998.

     On July 8, 1998, Foxboro Route 1 Limited Partnership, et al., filed a civil
action in Suffolk Superior Court in Massachusetts against The Westwood Group,
Inc., Wonderland Greyhound Park, Inc., et al., seeking payment for use and
occupancy of Foxboro Raceway, and other damages, from 1992 through July 1997.

     On January 30, 2001, the above-mentioned cases were settled without
monetary damages to either party.

     In January 2001, the Company lost at arbitration a claim brought against it
by a former totalisator vendor. The judgement amount was $468,000. This amount
has been recorded in "Other income (expense), net" as of the fourth quarter of
2000 and fully accrued in current liabilities. As of December 31, 2001, the
judgement amount, plus accrued interest thereon, totalled $538,000. The
arbitrator's decision was appealed to the United States Federal District Court
in Massachusetts and overturned. The former vendor appealed the District Court
decision to the United States Federal Circuit Court of Appeals, which upheld the
arbitrator's original decision. The case was returned to the United States
Federal District Court where a judgement was entered. The parties have
negotiated a settlement agreement which provides for an aggregate payment in the
amount of $603,534 to be paid by the Company in weekly installments ranging from
$1,374 to $2,000, with the remaining balance due and payable on April 1, 2003.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

<PAGE>
PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

(a) MARKET PRICE

There is no established trading market for the Company's Common Stock or the
Company's Class B Common Stock.

The Company's Common Stock is traded on the pink sheets. The following table
sets forth for the periods indicated the high and low sales prices.

Such quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
       First Quarter    Second Quarter     Third Quarter       Fourth Quarter
       -------------    --------------     -------------       --------------
<S>                     <C>                <C>                 <C>

Fiscal year ended December 31, 2001: sales price of Common Stock

High      $0.75            $1.00             No Sales               $0.85
Low       $0.75            $0.75             No Sales               $0.85

Fiscal year ended December 31, 2000: sales price of Common Stock

High      $1.00            $1.01               $1.20                $1.50
Low       $1.00            $1.00               $0.50                $0.50
</TABLE>


(b) APPROXIMATE NUMBER OF RECORD HOLDERS OF COMMON STOCK AND CLASS B COMMON
    STOCK



<TABLE>
<CAPTION>
                                               NUMBER OF
                                             RECORD HOLDERS
                                                 AS OF
TITLE OR CLASS                               MARCH 15, 2002
--------------                               --------------
<S>                                          <C>

Common Stock -- par value $.01                    433
Class B Common Stock -- par value $.01             11
</TABLE>


(c) DIVIDEND HISTORY

      No dividends were declared by the Company on its Common Stock during 2001,
2000, or 1999. The Company has not paid a cash dividend on its Class B Common
Stock to date. The Company does not intend to pay cash dividends on either
Common Stock or Class B Common Stock in the immediate future.
<PAGE>
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.

      The following table summarizes certain financial information derived from
the Consolidated Financial Statements of the Company. The Selected Consolidated
Financial Data as of and for the fiscal years ended December 31 2001, 2000,
1999, 1998 and 1997 is derived from the Consolidated Financial Statements, as
audited by BDO Seidman, LLP, the Company's independent accountants. This
information should be read in conjunction with and is qualified by reference to
the Consolidated Financial Statements of the Company and the notes thereto
included herein and "Management's Discussion and Analysis of Financial Condition
and Results of Operations," included in the Company's prior years' Form 10-Ks.

FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                  2001          2000          1999          1998          1997
                                                               ------------------------------------------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS DATA                          (Dollars in Thousands Except Per Share and Share Amounts)
<S>                                                            <C>           <C>           <C>           <C>           <C>
Operating revenue                                              $   16,983    $   17,671    $   17,545    $   18,971    $   21,046
                                                               ------------------------------------------------------------------
Expenses:
   Operating expenses                                              15,848        16,750        16,361        17,506        18,509
   Depreciation and amortization                                      536           523           584           700           529
                                                               ------------------------------------------------------------------
    Total expenses                                                 16,384        17,273        16,945        18,206        19,038
                                                               ------------------------------------------------------------------
Income from operations                                                599           398           600           765         2,008
Interest expense, net                                                (515)         (461)         (499)         (398)         (387)
Loss on sale of investment                                             --            --        (1,809)           --            --
Change in accounting estimate                                       1,058            --            --            --            --
Other income (expense), net(1)                                        (20)         (693)            3           525         1,169
                                                               ------------------------------------------------------------------
Income (loss) before income taxes                                   1,122          (756)       (1,705)          892         2,790
Provision for income taxes                                             46            94            91            83            --
                                                               ------------------------------------------------------------------
Income (loss) from operations before
  operations of discontinued harness racing  subsidiary             1,076          (850)       (1,796)          809         2,790

Loss from discontinued harness
  racing subsidiary                                                    --            --            --            --        (2,412)
Gain from operations of discontinued harness
  racing subsidiary (net of income taxes of $20,400 in 1998)          351           353            --         1,001         2,581
                                                               ------------------------------------------------------------------
Net income (loss)                                              $    1,427    $     (497)   $   (1,796)   $    1,810    $    2,959
                                                               ==================================================================
Basic per share data:
  Income (loss) from continuing  operations                    $     0.85    $    (0.67)   $    (1.42)   $     0.63    $     2.22
  Income from discontinued operations                                0.28          0.28            --          0.81          0.14
                                                               ------------------------------------------------------------------
  Net income (loss)                                            $     1.13    $    (0.39)   $    (1.42)   $     1.44    $     2.36
                                                               ==================================================================
Basic weighted average common shares outstanding                1,263,225     1,263,225     1,263,225     1,261,252     1,255,225
                                                               ==================================================================
Diluted per share data:
  Income (loss) from continuing  operations                    $     0.85    $    (0.67)   $    (1.42)   $     0.63    $     2.19
  Income from discontinued operations                                0.28          0.28            --          0.78          0.13
                                                               ------------------------------------------------------------------
  Net income (loss)                                            $     1.13    $    (0.39)   $    (1.42)   $     1.41    $     2.32
                                                               ==================================================================
Diluted weighted average common shares outstanding              1,263,225     1,263,225     1,263,225     1,281,243     1,275,225
                                                               ==================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                         AS OF DECEMBER 31,
                                                                ----------------------------------------------------------------
                                                                  2001            2000          1999        1998          1997
                                                                --------        --------      --------    --------      --------
CONSOLIDATED BALANCE SHEET DATA
<S>                                                             <C>             <C>           <C>         <C>           <C>
Working Capital deficiency                                      $ (1,201)       $ (2,186)     $ (1,543)   $ (3,381)     $ (9,309)
Total Assets                                                       6,913           7,780         9,413      13,369        13,581
Long-term debt(2)                                                  3,772           4,096         4,392       5,551           997
Stockholders' equity (deficiency)                                   (405)         (1,772)       (1,259)        466        (1,551)
</TABLE>


(1) The table above reflects the Company's accounting for its former investment
    in Back Bay Restaurant Group, Inc. ("BBRG") under the equity method. Other
    income (expense), net contains income of approximately $157, $525, and $337
    from the Company's investment in BBRG for 1999, 1998 and 1997, respectively.

(2) Long term debt at December 31, 2001, 2000 ,1999, 1998 and 1997 excludes
    $324, $295, $273, $351, and $4,373 respectively, of long term debt
    reclassified as current obligations. (See Note 2 of Consolidated Financial
    Statements).






<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Wonderland currently conducts live racing seven (7) nights per week, April
through September, and six (6) nights per week throughout the rest of the year.
Wonderland also offers simulcast wagering afternoons and evenings throughout the
year. The table below illustrates certain key statistics for Wonderland for each
of the past three (3) years:



<TABLE>
<CAPTION>
                                        2001     2000     1999
                                       -----     ----     ----
<S>                                     <C>      <C>      <C>
Performances                             333      350      360
Simulcast days                           361      363      363

Pari-mutuel handle (millions)
   Live-on track                        $ 20     $ 23     $ 25
   Live-simulcast                         34       40       42
   Guest-simulcast                        49       50       48
                                        ----     ----     ----
                                        $103     $113     $115
                                        ----     ----     ----

Total attendance (thousands)             290      313      348
                                        ====     ====     ====
Average per capita on site wagering     $238     $233     $210
                                        ====     ====     ====
</TABLE>


Wonderland has been granted a license to conduct up to 520 racing performances
during 2002.


OPERATING REVENUE

      The Company is still experiencing a decline in total attendance and
live-on track handle caused by a variety of factors including a general decline
in the pari-mutuel racing industry, the negative effect of the ballot initiative
on greyhound racing's image, and strong competition for the wagered dollar from
the Massachusetts State Lottery and from the introduction of casino gambling and
slot machines in neighboring states. (See Item 1D, "Competition and Marketing").

2001 VERSUS 2000

      Total operating revenue including parimutuel commissions declined by 4% or
approximately $ 700,000 as compared to 2000. Total handle in 2001 was $103
million as compared to $113 million in 2000. Live-on track handle decreased by
$3 million or 13% in 2001 as compared to 2000, while live-simulcast handle
decreased by $6 million or 15%. Guest-simulcast handle decreased by
approximately $1.0 million or 2% in 2001 as compared to 2000.

      Wonderland had seventeen (17) fewer live racing performances in 2001 as
compared to 2000, with a 7% decrease in attendance between 2001 and 2000.

      Concessions revenue decreased slightly to $1.5 million in 2001 from $1.6
million in 2000. Concessions revenue consists of food, beverage, program sales,
and advertising income.



<PAGE>
      Other operating revenue remained essentially unchanged compared to 2000.
Revenue for 2001 includes $224,000 deposited into each of the Greyhound
Promotional Trust Fund and the Greyhound Capital Improvements Trust Fund. These
funds are dedicated to reimbursement of promotional expenses and capital
improvements, respectively, incurred by Wonderland. These funds are maintained
through remittance by Wonderland of a percentage of the handle that is retained
by Wonderland after payment to bettors. Reimbursement is periodically approved
by The Commonwealth of Massachusetts to the extent that the trust fund balance
equals or exceeds the reimbursements for which the Company applied.

2000 VERSUS 1999

      Total operating revenue and parimutuel commissions remained unchanged as
compared to 1999. Total handle in 2000 was $113 million as compared to $115
million in 1999. Live-on track handle decreased by $2 million or 9% in 2000 as
compared to 1999, while live-simulcast handle decreased by $2 million or 4%.
Guest-simulcast handle increased by approximately $2 million or 3% in 2000 as
compared to 1999.

      Commission revenue was negatively impacted by a decline in live-on track
and guest-simulcast handle. Wonderland had ten (10) fewer live racing
performances in 2000 as compared to 1999, with a 10% decrease in attendance
between 2000 and 1999.

      Concessions revenue increased slightly to $1.6 million from $1.5 million
in 2000. Concessions revenue consists of food, beverage, program sales, and
advertising income.

      Other operating revenue remained essentially unchanged compared to 1999.

      Revenue for 2000 includes $246,000 deposited into the Greyhound
Promotional Trust Fund and $244,000 deposited into the Greyhound Capital
Improvements Trust Fund. These funds are dedicated to reimbursement of
promotional expenses and capital improvements, respectively, incurred by
Wonderland. These funds are maintained through remittance by Wonderland of a
percentage of the handle that is retained by Wonderland after payment to
bettors. Reimbursement is periodically approved by the Commonwealth to the
extent that the trust fund balance equals or exceeds the reimbursements applied
for.

OPERATING EXPENSES 2001 VERSUS 2000

      Total operating expenses were $16.4 million and $17.3 million in 2001 and
2000, respectively. Purse expense declined by 7% because of the decline in
on-track handle. Purse expense is determined by contractual agreement with the
dog owners and statutory requirements of The Commonwealth of Massachusetts based
upon on-track handle.

     During 2001, administrative and operating expenses decreased by
approximately $668,000 compared to the same period in 2000. When deduction is
made for $881,000 of expenditures on the ballot initiative during 2000, baseline
administrative and operating expenses show an increase of $213,000. This
increase is primarily attributable to insurance and utility costs. (See Item
1E, "Government Regulation").

OPERATING EXPENSES 2000 VERSUS 1999

      Total operating expenses were $17.3 million and $16.9 million in 2000 and
1999, respectively. Purse expense declined by 4% because of the decline in
on-track handle. Purse expense is determined by contractual agreement with the
dog owners and statutory requirements of The Commonwealth of Massachusetts based
upon on-track handle.

      During 2000, administrative and operating expenses increased by
approximately $626,000 compared to the same period in 1999. When deduction is
made for $881,000 of spending on the ballot initiative, baseline administrative
and operating expenses show a decrease of $255,000.


<PAGE>
DEPRECIATION AND AMORTIZATION

     Depreciation and amortization increased in 2001 as compared to 2000 by
approximately $12,000 and decreased by approximately $61,000 in 2000 from 1999.
The Company continues to replace capital items as they become obsolete.

INTEREST EXPENSE

     During 2001, interest expense increased by approximately $54,000 as
compared to 2000. The increase was the result of interest accrued on a
litigation settlement with a totalisator vendor whose amount became known at the
end of 2000. During 2000, interest expenses decreased by approximately $38,000
as compared to 1999.

OTHER INCOME (EXPENSE)

     During 2001, the Company realized $1,058,007 in income from a change in
accounting estimate related to a long-term liability. In the event that the
Company had not realized this $1,058,007, its income from continuing operations
would have been $18,000 in 2001.

PROVISION FOR INCOME TAXES

     The Company's provision for income taxes is less than the statutory federal
tax rate of 34% during 2001, 2000, and 1999 primarily due to the utilization of
available net operating loss carryforwards for which the related deferred tax
asset has been fully reserved. The provision for taxes of $46,000 in 2001,
$94,000 in 2000, and $91,000 in 1999 consists of the Federal alternative minimum
tax and state income taxes.

DISCONTINUED OPERATIONS

     Foxboro Park, Inc. ("Foxboro", which term as used herein includes its
wholly-owned subsidiaries) conducted seasonal live harness racing generally two
(2) evenings and two (2) matinees per week, while simulcasting afternoons and
evenings through July 1997. (See Item 3, "Legal Proceedings"; and Notes 3 and 5
of Notes to Consolidated Financial Statements). In 2001 and 2000, the Company
recognized gains of $351,000 and $353,000 resulting from the reduction of
liabilities related to discontinued operations.

LIQUIDITY AND CAPITAL RESOURCES

     Historically, the Company's primary sources of capital to finance its
businesses have been its cash flow from operations and credit facilities. The
Company's capital needs are primarily for maintenance and enhancement of the
racing facility at Wonderland, and for debt service requirements. The Company's
unrestricted cash and cash equivalents totaled approximately $12,000 at December
31, 2001, compared with approximately $141,000 at December 31, 2000. The Company
generated a cash deficit from operations of approximately $144,000 in 2001 as
compared to a deficit of $593,000 in 2000. Non-cash items included in the
Company's net income in 2001 consists of depreciation and amortization expense
of approximately $536,000, income of $1,058,000 recognized as a result of a
change in accounting estimate stemming from a long-term liability and gain of
$351,000 from the reduction of a liability related to discontinued operations.

     Changes in working capital accounts including restricted cash, accounts
payable and other accrued liabilities used approximately $578,000 of cash in
2001. Net cash used in investing activities in 2001 is comprised of additions to
property, plant and equipment of approximately $121,000. Financing activities in
2001 include principal payments of debt of $295,000, and proceeds of notes
receivable from officers of $430,000.

     In 2001, management implemented a number of revenue enhancing and cost
reduction programs in order to bring the Company's expense structure in line
with the reduced revenue levels it had been achieving. As a result of the
implementation of these programs, together with revenue which the Company
believes that it will generate from the recently adopted simulcast broadcasting
legislation (see Item 1, "Outlook") and new ancilliary entertainment operations,
the Company expects to fund any capital expenditures in 2002 from internally
generated cash and believes that cash flow from operations in 2002 will be
sufficient to cover its operating obligations. In addition, the Company is
currently attempting to refinance its current credit facility in part to
increase its overall working capital.



<PAGE>
RACING SUBSIDIARY

     In order to meet the requirements for renewal of racing licenses in 2003,
the Company's racing subsidiary must demonstrate that among other criteria, it
is a financially stable entity, capable of disposing of its obligations on an
annual basis. Although management is optimistic that it will be able to
demonstrate sufficient financial stability in the application for a 2003 racing
license, the Company cannot assure you that the Racing Commission will continue
to grant a license to conduct racing on the schedule presently maintained at
Wonderland.

     In the event that the Company is not successful in obtaining a year 2003
racing license, the adverse impact on the Company's financial results and
position would be material.


OUTLOOK

     During 2001, the Company and the owners of other area racetracks worked to
enact legislation which would permit the Company and the other greyhound track
to continue to provide simulcast broadcasting of thoroughbred racing on a much
more frequent basis, as well as providing for a decrease in the pari-mutuel
taxes paid to the Commonwealth and that the funds available from the pari-mutuel
tax decrease be made available for increases in purses and the Greyhound Capital
Improvement and Promotional Trust Funds as well as the establishment of a
Greyhound Adoption Fund and the implementation of an off-track betting system.

     On November 17, 2001, the "Act Providing for Improvements to the Horse and
Greyhound Racing Industry in the Commonwealth and the Regulation Thereof" was
signed into law by the acting governor of Massachusetts. Under this new statute,
the Company and the other area racetracks are permitted to continue to provide
simulcast broadcasting of thoroughbred racing to their patrons until December
2005. The new legislation also provides that the Company is required to pay
premiums for the right to simulcast out-of-state thoroughbred and harness racing
ranging from 3% to 7% for the benefit of the purse accounts at the
Commonwealth's two (2) commercial horse racetracks. In addition to the extension
and expansion of simulcast broadcasting, this statute provides for a "purse
pool", which will be funded by taxes, fees and assessments with a minimum of
$400,000 being credited to the purse accounts of each racetrack with any
remaining portion being apportioned among the racetracks pursuant to a formula
to be devised by the State Racing Commission. All unclaimed simulcast wagers
collected at each racetrack are to be deposited with the Massachusetts State
Racing Commission for payment to the purse accounts of the individual racetracks
responsible for such unclaimed wagers. During 2001, the Company received a
one-time grant of $300,035 from the Commonwealth for the purpose of funding
capital improvements and repairs to its facility and equipment. Finally, the new
statute authorizes account wagering at each of the individual racetracks and
establishes a nine member special commission to study the feasibility of an
off-track betting program in Massachusetts.

     Despite the enactment of this legislation and the potential for increases
in cash flow from such legislation, management does not believe that this new
legislation in its current state will materially benefit the Company's overall
racing operations.

     Management has worked diligently over the last several years in attempting
to convince the Governor and the Legislature of The Commonwealth of
Massachusetts of the need to allow the Commonwealth's commercial racetracks to
offer their patrons expanded gaming opportunities. The Massachusetts state
legislature took no action on gaming in the year 2001 and no gaming legislation
is currently anticipated in 2002. The Company cannot predict whether such
legislation will ever be enacted or enacted on favorable terms.

     Management continues to examine the full range of strategic alternatives
available in an effort to maximize shareholder value, including the benefits and
disadvantages of remaining a public company, particularly in light of the lack
of a meaningful trading market for its common stock.





<PAGE>
IMPACT OF INFLATION AND CHANGING PRICES

     Certain of the Company's operating expenses, such as wages and benefits,
equipment repair and replacement, and inventory and marketing costs, increase
with general inflation. In order for the Company to cope with inflation, it
must, to the extent permitted by competition and patron acceptance, pass
increased cost on by periodically increasing prices. The Company is limited in
its ability to offset the effects of inflation by increasing its percentage of
handle because this percentage is governed by statute.

CRITICAL ACCOUNTING POLICIES

     In accordance with the U.S. Securities and Exchange Commission Release Nos.
33-8040, 34-45149 and FR-60, the Company's Critical Accounting Policies are as
follows:

     ESCROWED CASH

     Escrowed cash is related to the operations of Wonderland and includes
amounts held by The Commonwealth of Massachusetts in trust funds (for capital
improvements and advertising/promotion). Wonderland funds these costs and
requests reimbursements from the trust funds. Wonderland is reimbursed upon
approval by the Commonwealth.

     REVENUE RECOGNITION

     The Company's annual revenues are mainly derived from the net commission
that it receives from wagers made by patrons during its live-on track racing
performances, live and guest-simulcast racing performances and from admission
and concession charges at such performances. Inter-track receivables and
payables are dependent on the accuracy of an independent totalistar vendor. This
vendor's system has been independently reviewed and deemed reliable.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Estimates that could impact on the Company's results of
operations include those relating to settlement of liabilities related to
discontinued operations, contractual obligations and other accrued expenses.
Actual results could differ from those estimates.


NEW ACCOUNTING STANDARDS

     In June 2001, the Financial Accounting Standards Board ("FASB") finalized
FASB Statements No. 141, "Business Combinations" ("SFAS No. 141"), and No. 142,
"Goodwill and Other Intangible Assets" ("SFAS No. 142"). SFAS No. 141 requires
the use of the purchase method of accounting and prohibits the use of the
pooling-of-interests method accounting for business combinations initiated after
June 30, 2001. SFAS No. 141 also requires that the Company recognize acquired
intangible assets apart from goodwill if they meet certain criteria. SFAS No.
141 applies to all business combinations initiated after June 30, 2001 and for
purchase business combinations completed on or after July 1, 2001. It also
requires, upon adoption of SFAS No. 142, that the Company reclassify the
carrying amounts of intangible assets and goodwill based on the criteria in SFAS
No. 141.

     SFAS No. 142 requires, among other things, that companies no longer
amortize goodwill, but instead test goodwill for impairment at least annually.
In addition, SFAS No. 142 requires that companies identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS No. 142. SFAS No. 142 is required to be
applied in fiscal years beginning after December 15, 2001 to all goodwill and
other intangible assets recognized at that date, regardless of when those assets
were initially recognized.

     The Company does not have any goodwill nor has it acquired other intangible
assets. Accordingly, the Company does not expect adoption of these new standards
to affect its financial statements as they relate to previous transactions.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This statement supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of," and APB Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions for the Disposal of a Segment of a Business."
SFAS No. 144 became effective for fiscal years beginning after December 15,
2001. The Company reviews the carrying values of its long-lived and identifiable
intangible assets for possible impairment whenever events or changes in
circumstances indicate that the carrying amounts of the assets may not be
recoverable. Any long-lived assets held for disposal are reported at the lower
of their carrying amounts or fair values less costs or fair values less costs to
sell. The Company expects to adopt SFAS 144 in the first quarter of fiscal year
2002 and is currently reviewing the effects of adopting SFAS 144 on its
financial position and results of operations.
<PAGE>
FORWARD-LOOKING STATEMENTS

      Certain statements contained throughout this annual report constitute
"forward-looking statements" as that term is defined under the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of the Company, or industry
results, to be materially different from those contemplated or projected,
forecasted, estimated or budgeted in or expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions; industry trends, changes in business
strategy or development plans; availability and quality of management; and
availability, terms and deployment of capital. SPECIAL ATTENTION SHOULD BE PAID
TO SUCH FORWARD-LOOKING STATEMENTS INCLUDING, BUT NOT LIMITED TO, STATEMENTS
RELATING TO (I) THE COMPANY'S ABILITY TO EXECUTE ITS BUSINESS STRATEGY, (II) THE
COMPANY'S ABILITY TO OBTAIN SUFFICIENT RESOURCES TO FINANCE ITS WORKING CAPITAL
AND CAPITAL EXPENDITURE NEEDS AND PROVIDE FOR ITS OBLIGATIONS, AND (III) THE
STATEMENTS CONTAINED IN THIS ITEM.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company has no material exposure to market risk that could affect its
future results of operations and financial condition. Risks and uncertainties,
including those not presently known to us or that we currently deem immaterial,
may impair our business. The Company does not use derivative products and does
not have any material unhedged monetary assets. (See Item 7, "Liquidity and
Capital Resources").

<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS                                            PAGE
<S>                                                                      <C>
REPORT OF INDEPENDENT CERTIFIED ACCOUNTANTS                              15

CONSOLIDATED BALANCE SHEETS                                              16-17

CONSOLIDATED STATEMENTS OF OPERATIONS                                    18

CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' DEFICIENCY AND COMPREHENSIVE INCOME (LOSS)                 19

CONSOLIDATED STATEMENTS OF CASH FLOWS                                    20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               21
</TABLE>




<PAGE>
REPORT OF INDEPENDENT CERTIFIED ACCOUNTANTS

To the Board of Directors and Stockholders of The Westwood Group, Inc. and
Subsidiaries
Revere, Massachusetts


We have audited the accompanying consolidated balance sheets of The Westwood
Group, Inc. and Subsidiaries as of December 31, 2001 and 2000 and the related
consolidated statements of operations, changes in stockholders' deficiency and
comprehensive income (loss) and cash flows for each of the three years in the
period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance as to whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects the consolidated financial position of The Westwood Group,
Inc. and Subsidiaries as of December 31, 2001 and 2000, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2001, in conformity with accounting principles
generally accepted  in the United States of America.

                                                                BDO SEIDMAN, LLP

Boston, Massachusetts
February 9, 2002



<PAGE>
                    THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                             2001              2000
                                                         ------------------------------
ASSETS
<S>                                                      <C>               <C>


Current assets:
  Cash and cash equivalents                              $     12,355      $    141,310
  Restricted cash                                             345,294           355,615
  Escrowed cash                                               180,608            80,041
  Accounts receivable                                          42,825            88,206
  Notes receivable from officers, short-
   term portion (Note 11)                                     468,939           431,136
  Prepaid expenses and other current
   assets                                                     136,730           108,370
                                                         ------------------------------
Total current assets                                        1,186,751         1,204,678
                                                         ------------------------------

Property, plant and equipment (Note 2):
  Land                                                        348,066           348,066
  Building and building improvements                       18,663,406        18,593,939
  Machinery and equipment                                   4,697,751         4,615,432
                                                         ------------------------------
                                                           23,709,223        23,557,437

  Less accumulated depreciation and
   amortization                                           (18,942,335)      (18,443,132)
                                                         ------------------------------
  Net property, plant and equipment                         4,766,888         5,114,305
                                                         ------------------------------

Other assets:
  Deferred financing costs, less accumulated
   amortization of $121,432 and $85,002
   at December 31, 2001 and 2000,
   respectively                                                60,716            97,146
  Notes receivable from officers, long-
   term portion (Note ll)                                     847,593         1,315,208
  Other assets, net                                            51,171            48,871
                                                         ------------------------------
  Total other assets                                          959,480         1,461,225
                                                         ------------------------------

  Total assets                                           $  6,913,119      $  7,780,208
                                                         ==============================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>
                   THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                  (Continued)

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                         2001             2000
                                                     ------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
<S>                                                  <C>               <C>

Current Liabilities:
   Accounts payable and other accrued liabilities
   (Notes 5 and 10)                                  $  1,452,237      $  2,108,881
   Discontinued Operations (Note 3)                            --           351,000
   Outstanding parimutuel tickets                         611,107           635,355
   Currrent maturities of long-term debt (Note 2)         324,525           295,225
                                                     ------------------------------
   Total current liabilities                            2,387,869         3,390,461

Long-term debt, less current maturities (Note 2)
                                                        3,772,186         4,096,172

Accrued executive bonus, long-term portion                 54,352           147,880
Other long-term liabilities (Notes 4 and 8)             1,104,145         1,917,521
                                                     ------------------------------
   Total liabilities                                    7,318,552         9,552,034
                                                     ------------------------------
Commitments and contingencies (Notes 5 and 8)

Stockholders' deficiency (Note 6):
   Common stock, $.01 par value; authorized
     3,000,000 shares; 1,944,409 shares issued             19,444            19,444
   Class B Common stock, $.01 par value; authorized
     1,000,000 shares; 912,615 shares issued                9,126             9,126
   Additional paid-in capital                          13,379,275        13,379,275
   Accumulated deficit                                 (5,593,645)       (7,020,652)
   Other comprehensive loss                              (254,851)         (194,237)
   Cost of 1,593,199 common and 600 Class B
     common shares in treasury                         (7,964,782)       (7,964,782)
                                                     ------------------------------
   Total stockholders' deficiency                        (405,433)       (1,771,826)
                                                     ------------------------------

   Total liabilities and stockholders' deficiency    $  6,913,119       $ 7,780,208
                                                     ==============================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.


<PAGE>
                    THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                      Years Ended December 31,
                                                                          2001                  2000                1999
                                                                          ----                  ----                ----
<S>                                                                   <C>                  <C>                  <C>
 OPERATING REVENUE:
   Pari-mutuel commissions                                            $ 13,496,411         $ 14,215,269         $ 14,202,476
   Concessions and other                                                 1,490,150            1,565,250            1,511,922
   Other                                                                 1,996,224            1,890,289            1,830,984
                                                                      ------------         ------------         ------------
 Total operating revenue                                                16,982,785           17,670,808           17,545,382
                                                                      ------------         ------------         ------------


 Operating expenses:
    Wages, taxes and benefits                                            6,394,118            6,302,820            6,344,951
    Purses                                                               3,807,916            4,108,685            4,301,987
    Cost of food and beverage                                              437,421              461,648              464,267
    Administrative and operating                                         5,208,220            5,876,152            5,250,234
    Depreciation and amortization                                          535,633              523,545              584,273
                                                                      ------------         ------------         ------------
 Total operating expenses                                               16,383,308           17,272,850           16,945,712
                                                                      ------------         ------------         ------------
 Income from operations                                                    599,477              397,958              599,670
                                                                      ------------         ------------         ------------

 Other income (expense):
    Interest expense, net                                                 (514,632)            (461,078)            (499,264)
    Loss on sale of investment (Note 9)                                         --                   --           (1,809,108)
    Other income (expense), net (Note 11)                                  (20,459)            (692,740)               2,900
    Change in accounting estimate (Note 12)                              1,058,007                   --                   --
                                                                      ------------         ------------         ------------
       Total other income (expense)                                        522,916           (1,153,818)          (2,305,472)
                                                                      ------------         ------------         ------------
 Income (loss) from operations before
  provision for income taxes                                             1,122,393             (755,860)          (1,705,802)
 Provision for income taxes (Note 7)                                        46,386               93,605               90,600
                                                                      ------------         ------------         ------------
 Income (loss) from continuing operations                                1,076,007             (849,465)          (1,796,402)

 Gain from discontinued harness racing
 subsidiary (Note 3)                                                       351,000              353,420                   --
                                                                      ------------         ------------         ------------
  Net income (loss)                                                   $  1,427,007         $   (496,045)        $ (1,796,402)
                                                                      ============         ============         ============

 Basic and diluted per share data:
   Income (loss) from continuing operations                           $       0.85         $      (0.67)        $      (1.42)
   Income from discontinued operations                                        0.28                 0.28                   --
                                                                      ------------         ------------         ------------
     Net income (loss)                                                $       1.13         $      (0.39)        $      (1.42)
                                                                      ============         ============         ============
 Basic and diluted weighted average common shares outstanding            1,263,225            1,263,225            1,263,225
                                                                      ============         ============         ============
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.


<PAGE>
THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY AND COMPREHENSIVE
INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

<TABLE>
<CAPTION>
                                         Common              Class B            Additional           Accumulated
                                          Stock           Common Stock        Paid-In Capital          Deficit
                                          -----           ------------        ---------------          -------
<S>                                   <C>                 <C>                 <C>                   <C>
Balance December 31, 1998             $     19,444        $      9,126         $ 13,379,275         $ (4,728,205)
Comprehensive income (loss):
  Net loss                                      --                  --                   --           (1,796,402)
  Pension liability adjustment                  --                  --                   --                   --
Total comprehensive income (loss)               --                  --                   --                   --
                                      ------------        ------------         ------------         ------------
Balance December 31, 1999                   19,444               9,126           13,379,275           (6,524,607)

Comprehensive income (loss):
  Net loss                                      --                  --                   --             (496,045)
  Pension liability adjustment                  --                  --                   --                   --
Total comprehensive income (loss)               --                  --                   --                   --
                                      ------------        ------------         ------------         ------------
Balance December 31, 2000                   19,444               9,126           13,379,275           (7,020,652)
Comprehensive income (loss):
  Net income                                    --                  --                   --            1,427,007
  Pension liability adjustment                  --                  --                   --                   --
Total comprehensive income (loss)               --                  --                   --                   --
                                      ------------        ------------         ------------         ------------
Balance December 31, 2001             $     19,444        $      9,126         $ 13,379,275         $ (5,593,645)
                                      ============        ============         ============         ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                                       Total
                                                              Other                                 Stockholders'
                                                          Comprehensive           Treasury             Equity
                                                              Loss                 Stock            (Deficiency)
                                                          -------------           --------          ------------
<S>                                                       <C>                  <C>                  <C>
Balance December 31, 1998                                 $   (249,404)        $ (7,964,782)        $    465,454
Comprehensive income (loss):
  Net loss                                                          --                   --                   --
  Pension liability adjustment                                  71,514                   --                   --
Total comprehensive income (loss)                                   --                   --           (1,724,888)
                                                          ------------         ------------         ------------
Balance December 31, 1999                                     (177,890)          (7,964,782)          (1,259,434)
Comprehensive income (loss):
  Net loss                                                          --                   --                   --
  Pension liability adjustment                                 (16,347)                  --                   --
Total comprehensive income (loss)                                   --                   --             (512,392)
                                                          ------------         ------------         ------------
Balance December 31, 2000                                     (194,237)          (7,964,782)          (1,771,826)
Comprehensive income (loss):
  Net income                                                        --                   --                   --
  Pension liability adjustment                                 (60,614)                  --                   --
Total comprehensive income (loss)                                   --                   --            1,366,393
                                                          ------------         ------------         ------------
Balance December 31, 2001                                 $   (254,851)        $ (7,964,782)        $   (405,433)
                                                          ============         ============         ============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
                    THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                 Year Ended December 31,
                                                                      2001                2000               1999
                                                                      ----                ----               ----
<S>                                                              <C>                 <C>                 <C>
Cash Flows from Operating Activities
Net income (loss)                                                $ 1,427,007          $ (496,045)        $(1,796,402)
Adjustments to reconcile net income (loss) to
 net cash provided by (used in) operating activities:
     Gain from discontinued harness
     racing subsidiary                                              (351,000)           (353,420)                 --
     Depreciation and amortization                                   535,633             523,545             584,273
     Change in accounting estimate                                (1,058,007)                 --                  --
     Loss on sale of investment in subsidiary                             --                  --           1,809,108
     Minimum pension liability adjustment                            (60,614)            (16,347)             71,514

     Changes in operating assets and liabilities:
       Decrease (increase) in restricted cash                         10,321             286,178            (556,035)
       Decrease (increase) in escrowed cash                         (100,567)             20,469             (16,216)
       Decrease (increase) in accounts receivable                     45,381             (47,334)            (76,217)
       Decrease (increase) in prepaid expenses and other
       current assets                                                (28,360)              1,620              58,974
       Decrease (increase) in other assets, net                       (2,300)              9,970                  --
       Increase (decrease) in accounts payable and other
       accrued liabilities                                          (687,901)            129,405             (58,444)
       Increase (decrease) in outstanding parimutuel
       tickets                                                       (24,248)             (3,105)             16,013
       Increase (decrease) in accrued executive bonus
       long-term portion                                             (93,528)           (287,935)              2,592
       Increase (decrease) in other long term liabilities            244,631            (359,718)           (436,106)
                                                                 -----------         -----------         -----------

        Total adjustments                                         (1,570,559)            (96,672)          1,399,456
                                                                 -----------         -----------         -----------
            Net cash used in operating activities                   (143,552)           (592,717)           (396,946)
                                                                 -----------         -----------         -----------

Cash flows from investing activities:
      Issuance of promissory notes receivable                             --                  --          (2,703,108)
      Additions to property, plant and equipment                    (120,529)            (88,027)           (128,129)
      Proceeds of sale of investment in subsidiary                        --                  --           2,703,108
                                                                 -----------         -----------         -----------
         Net cash used in investing activities                      (120,529)            (88,027)           (128,129)
                                                                 -----------         -----------         -----------
Cash flows from financing activities:
     Proceeds from short-term debt                                        --             338,000                  --
     Repayments of short-term debt                                        --            (338,000)                 --
     Principal payments of debt                                     (294,686)           (273,080)           (267,033)
     Decrease in notes receivable, officers                          429,812             752,025             946,755
                                                                 -----------         -----------         -----------
        Net cash provided by financing activities                    135,126             478,945             679,722
                                                                 -----------         -----------         -----------
Net increase (decrease) in cash and cash equivalents                (128,955)           (201,799)            154,647
Cash and cash equivalents, beginning of year                         141,310             343,109             188,462
                                                                 -----------         -----------         -----------
Cash and cash equivalents, end of year                           $    12,355         $   141,310         $   343,109
                                                                 ===========         ===========         ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest                                                         $   427,060         $   458,312         $   463,396
                                                                 ===========         ===========         ===========
Income taxes                                                     $    48,765         $   230,379         $    71,626
                                                                 ===========         ===========         ===========
</TABLE>

Non-cash investing activities:

During 1999 the Company sold an investment in a subsidiary for $4,040,706, of
which $1,337,598 was a cancellation of a note payable and related accrued
interest (See Note 9).

The Company recorded capital lease obligations of $31,257 and $27,831 in 2001
and 2000, respectively.

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
                    THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS

         The Company operates primarily in one business segment through its
pari-mutuel racing subsidiary. Wonderland Greyhound Park, Inc. ("Wonderland" or
"Wonderland Park") is a pari-mutuel greyhound racing facility located in
Revere, Massachusetts. The Company also operated Foxboro Park, a pari-mutuel
harness racing facility located in Foxboro, Massachusetts through the date of
eviction in July, 1997. The Company's Foxboro harness racing operations were
discontinued during 1997.

         The Wonderland facility includes a one-quarter mile sand track, a
physical plant consisting of a climate controlled grandstand and clubhouse and a
two-story administrative center. The Company maintains and operates two full
service restaurants, a sports bar and other concession facilities at the
racetrack. The racetrack facility can accommodate 10,000 patrons. The average
attendance per performance in 2001 was approximately 871 persons. The complex
encompasses a total of approximately 35 acres, including paved and lighted
parking providing capacity for approximately 2,300 cars.

         Wonderland provides its patrons with a variety of entertainment options
including live racing and full card simulcast wagering.

PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All material intercompany
transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

         Cash investments with maturities of three months or less at the time of
their purchase are classified as cash equivalents.

RESTRICTED CASH

         Restricted cash is related to funds dedicated to payment of the
Company's liability for outstanding pari-mutuel tickets. Unclaimed winnings from
pari-mutuel wagering are held by Wonderland until they become payable to the
Commonwealth by the operation of unclaimed property statutes.

ESCROWED CASH

         Escrowed cash is related to the operations of Wonderland and includes
amounts held by The Commonwealth of Massachusetts in trust funds (for capital
improvements and advertising/promotion). Wonderland funds these costs and
requests reimbursement from the trust funds. Wonderland is reimbursed upon
approval by the Commonwealth.

PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment are stated at cost and are depreciated
using the straight-line method over the following estimated useful lives:


<TABLE>
<CAPTION>
ASSET CLASSIFICATION                  ESTIMATED USEFUL LIFE
--------------------                  ---------------------
<S>                                  <C>
Buildings and improvements                      30 Years
Machinery and equipment                       5-10 Years
</TABLE>


<PAGE>
         Gains or losses are recognized upon the disposal of property, plant and
equipment, and the related accumulated depreciation and amortization are
adjusted accordingly. Losses are also recognized on buildings and improvements
in the event of a permanent impairment to their value, as determined by
Statement of Financial Accounting Standards No. 121 ("SFAS No. 121") "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" issued by the Financial Accounting Standards Board. Maintenance, repairs and
betterments that do not enhance the value of or increase the life of the assets
are charged to operations as incurred.

         Depreciation and amortization expense (excluding amortization of
deferred charges) of approximately $500,000, $487,000, and $548,000 was recorded
for the years ended December 31, 2001, 2000, and 1999, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         As of December 31, 2001 and 2000, the following methods and assumptions
were used to estimate the fair value of each class of financial instruments for
which it is practical to estimate. The carrying amount of cash equivalents
approximates the fair value due to their short-term maturity. The fair value of
the Company's long-term debt is estimated based on the quoted market prices for
the same or similar issues or on the current rates offered to the Company for
debt of the same remaining maturities.

CONCENTRATION OF CREDIT RISK

         Financial instruments which potentially subject the Company to credit
risk consist of cash equivalents and accounts receivable. The Company's policy
is to limit the amount of credit exposure to any one financial institution and
place investments with financial institutions evaluated as being creditworthy.
Concentration of credit risk, with respect to accounts receivable, is limited
due to the Company's credit evaluation process. The Company does not require
collateral from its customers. The Company's accounts receivable balance is
comprised principally of amounts due from other race tracks. Historically, the
Company has not incurred any significant credit related losses.

REVENUE RECOGNITION

         The Company's annual revenues are mainly derived from the net
commission that it receives from wagers made by patrons during its live-on track
racing performances, live and guest simulcast racing performances and from
admission and concession charges at such performances. Inter-track receivables
and payables are dependent on the accuracy of an independent totalistor vendor.
This vendor's system has been independently reviewed and deemed reliable.

INCOME TAXES

         The Company uses the liability method of accounting for income taxes.
Under this method, deferred income taxes are provided based on the estimated
future tax effects of differences between financial statement carrying amounts
and the tax basis of existing assets and liabilities. The Company's policy is to
record a valuation allowance against deferred tax assets unless it is more
likely than not that such assets will be realized in future periods. The Company
considers estimated future taxable income or loss and other available evidence
when assessing the need for its deferred tax asset valuation allowance.

INCOME (LOSS) PER COMMON SHARE

         The Company follows Statement of Financial Accounting Standards No. 128
("SFAS No. 128"), Earnings per Share, issued by the Financial Accounting
Standards Board. Basic net income (loss) per share is computed using the
weighted average number of common shares outstanding during the period. Diluted
net income (loss) per share is computed using the weighted average number of
common shares and potentially dilutive common shares, consisting of stock
options with an exercise price below the average market price of common shares.
In 2001, the Company had net income, however, stock options were excluded from
the computation of diluted shares because their exercise prices were above the
average market price of the common shares. The Company's stock options did not
have a dilutive effect in 2000 or 1999 since the Company


<PAGE>
incurred a net loss (See Note 6).

USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.

ADVERTISING

         The Company expenses advertising costs as incurred. Advertising expense
was approximately $181,000, $128,000, and $99,000 for the years ended December
31, 2001, 2000, and 1999 respectively.

NEW ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board ("FASB")
finalized FASB Statements No. 141, "Business Combinations" ("SFAS No. 141"), and
No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). SFAS No. 141
requires the use of the purchase method of accounting and prohibits the use of
the pooling-of-interests method accounting for business combinations initiated
after June 30, 2001. SFAS No. 141 also requires that the Company recognize
acquired intangible assets apart from goodwill if they meet certain criteria.
SFAS No. 141 applies to all business combinations initiated after June 30, 2001
and for purchase business combinations completed on or after July 1, 2001. It
also requires, upon adoption of SFAS No. 142, that the Company reclassify the
carrying amounts of intangible assets and goodwill based on the criteria in SFAS
No. 141.

     SFAS No. 142 requires, among other things, that companies no longer
amortize goodwill, but instead test goodwill for impairment at least annually.
In addition, SFAS No. 142 requires that companies identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS No. 142. SFAS No. 142 is required to be
applied in fiscal years beginning after December 15, 2001 to all goodwill and
other intangible assets recognized at that date, regardless of when those assets
were initially recognized.

     The Company does not have any goodwill nor has it acquired other intangible
assets. Accordingly, the Company does not expect adoption of these new standards
to affect its financial statements as they relate to previous transactions.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This statement supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of," and APB Opinion
No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions for the Disposal of a Segment of a Business."
SFAS No. 144 became effective for fiscal years beginning after December 15,
2001. The Company reviews the carrying values of its long-lived and identifiable
intangible assets for possible impairment whenever events or changes in
circumstances indicate that the carrying amounts of the assets may not be
recoverable. Any long-lived assets held for disposal are reported at the lower
of their carrying amounts or fair values less costs or fair values less costs to
sell. The Company expects to adopt SFSAS No. 144 in the first quarter of fiscal
year 2002 and is currently reviewing the effects of adopting SFSAS No. 144 on
its financial position and results of operations.
<PAGE>

2. LONG TERM DEBT

<TABLE>
<CAPTION>
                                                                              31-Dec-01         31-Dec-00
                                                                              ---------         ---------
<S>                                                                          <C>               <C>
9.5% Century Bank and Trust Company ("Century Bank") term loan,
requiring 60 monthly payments of principal and interest of $58,319
beginning August 1, 1998, collateralized by a mortgage and security
interest in all real estate and personal property located at
Wonderland Greyhound Park.                                                   $4,096,711        $4,391,397
Less:
      Current maturities                                                        324,525           295,225
                                                                             ----------        ----------
Long - term portion                                                          $3,772,186        $4,096,172
                                                                             ==========        ==========
</TABLE>


         The final payment on the loan is to be made on July 1, 2003 in the
amount of $3,568,204. The Company is currently negotiating a refinancing of its
loan.

         The note agreement contains certain restrictive covenants including the
maintenance of certain financial ratios and debt coverage requirements. The note
is collateralized by a mortgage and security interest in all real estate and
personal property at Wonderland Greyhound Park.


<PAGE>
3. DISCONTINUED OPERATIONS

         In 1996, litigation ensued between Foxboro Realty Associates, LLC, et
al. and the Company, its subsidiary Foxboro Park, Inc., et al., over Foxboro's
right to occupy Foxboro Raceway. The Court issued an execution pursuant to which
Foxboro was evicted from the racetrack on July 31, 1997. As a result the Company
discontinued its harness racing operations. In the fourth quarter of 2001 and
2000, the Company recognized a gain of $351,000 and $353,420, respectively,
resulting from the reduction of liabilities related to discontinued operations.
As of December 31, 2001, there are no remaining liabilities related to
discontinued operations.

4. OTHER LONG-TERM LIABILITIES

         Other long-term liabilities include approximately $469,000 and $417,000
at December 31, 2001 and 2000, respectively, of fees owed to a law firm
primarily related to litigation in prior years. Such outstanding amounts are
currently payable at $1,000 per week. Current maturities of $52,000 are
included in accounts payable and accrued liabilities.

     Also included in other long-term liabilities at December 31, 2001 is
approximately $274,000 for a settlement of liability to a former vendor. The
outstanding amount is currently payable in weekly installments. Current
maturities related to the vendor settlement of approximately $265,000 are
included in accounts payable and accrued liabilities at December 31, 2001. The
remaining balance consists of deferred compensation and deferred pension payable
of $103,999 and $257,146 for 2001, respectively and $111,908 and $302,560 for
2000, respectively.

<PAGE>
5. COMMITMENTS AND CONTINGENCIES

PLEDGES OF ASSETS

        A certificate of deposit for $139,000 had been pledged to collateralize
a performance bond for Wonderland, which is required annually by the Racing
Commission for all race tracks. The bond is for $125,000. To meet working
capital needs connected with the "Ballot Initiative" the Company gave, in
November 2000, a second mortgage to Century Bank & Trust Company of Medford,
MA. In return, Century Bank issued a letter of credit securing the Company's
racing bond with the Massachusetts State Racing Commission for the 2001 racing
license. In January 2001 this transaction was completed, enabling the
certificate of deposit that had previously been used to secure the racing bond
to be used for the Company's working capital needs.

RACING LICENSE

        In order to meet the requirements for renewal of racing licenses,
Wonderland must demonstrate, on an annual basis, that it is a financially
viable entity, capable of disposing of its obligations on a timely basis. The
racing license has been granted for the 2002 calendar year. Although management
is optimistic that it will be able to demonstrate financial stability in their
applications for a year 2003 racing license, there can be no assurance that the
Racing Commission will continue to grant licenses to conduct racing on the
schedules presently maintained at Wonderland. In the event that the Company is
not successful in obtaining a year 2003 racing license, the adverse impact on
the Company would be material.

LEASE COMMITMENT

     Totalisator equipment rent (which is primarily based on the handle per
performance) was approximately $342,000, $292,000, and $403,000 in 2001, 2000,
and 1999, respectively. Future minimum payments are due at amounts calculated as
a percentage of the Company's total handle amounts. The Company is also liable
for numerous operating leases for automobiles and other equipment. The future
minimum lease commitments relating to noncancelable operating leases as of
December 31, 2001 are immaterial.

        In 2001 and 2000, the Company entered into capital leases for various
operating equipment items.

        As of December 31, 2001, future minimum lease payments under capital
leases were as follows:

<TABLE>
<CAPTION>
Year ended December 31,
-----------------------
<S>                                           <C>
  2002                                        $25,809
  2003                                         21,819
  2004                                         18,176
  2005                                          3,146
                                              -------
   Total maximum lease payments                68,950
   Amount representing interest @ 9.8%         (8,969)
                                              -------
  Present value of minimum lease payments     $59,981
                                              =======

  Current portion of lease payments           $20,847
  Long-term portion of lease payments          39,134
                                              -------
                                              $59,981
                                              =======
</TABLE>


<PAGE>
LITIGATION

         The Company is subject to various legal proceedings that arise in the
ordinary course of its business.

         In 1996 litigation ensued between Foxboro Realty Associates, LLC, et
al. and the Company, its subsidiary Foxboro Park, Inc., et al. in Norfolk
Superior Court in Massachusetts, over Foxboro Park's right to occupy Foxboro
Raceway. The Court issued an execution pursuant to which Foxboro Park was
Evicted from the racetrack on July 31, 1997. The parties appealed to the
Massachusetts Appeals Court on January 27, 1998.

         On July 8, 1998, Foxboro Route 1 Limited Partnership, et al., filed a
civil action in Suffolk Superior Court in Massachusetts against The Westwood
Group, Inc., Wonderland Greyhound Park, Inc., et al., seeking payment for use
and occupancy of Foxboro Raceway, and other damages, from 1992 through July
1997.

         On January 30, 2001, the above-mentioned cases were settled without
monetary damages to either party.


         In January 2001, the Company lost at arbitration a claim brought
against it by a former totalisator vendor. The judgement amount was $468,000.
This amount has been recorded in "Other income (expense), net" as of the fourth
quarter of 2000 and fully accrued in current liabilities. As of December 31,
2001, the judgement amount, plus accrued interest thereon, totalled
approximately $538,000. The arbitrator's decision was appealed to the United
States Federal District Court in Massachusetts and overturned. The former vendor
appealed the District Court decision to the United States Federal Circuit Court
of Appeals, that upheld the arbitrator's original decision. The case was
returned to the United States Federal District Court where a judgement was
entered. The parties have negotiated a settlement agreement which provides for
an aggregate payment in the amount of $603,534 to be paid by the Company in
weekly installments ranging from $1,374 to $2,000, with the remaining balance
due and payable on April 1, 2003.

<PAGE>
6. COMMON STOCK, STOCK OPTION AND GRANT PLANS

         The Company follows SFAS No. 123, "Accounting for Stock-Based
Compensation". SFAS No. 123 allows the Company to account for its stock-based
compensation plans based upon either a fair value method or the intrinsic value
method. The Company has elected to follow the intrinsic value method of
accounting for stock-based compensations plans prescribed under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees".
Under SFAS No. 123, the Company is required to disclose the effects of applying
the fair value method on the net income or loss.

         In October 1995, the Board of Directors approved and ratified the
granting of non-qualified stock options. These options were granted to the
Directors of the Company to purchase shares of common stock at an option price
equal to the fair market value of the Company's common stock at the date the
options were granted. The stock options vested over five years and have a life
of ten years. The Company's stock options activity is summarized as follows:

<TABLE>
<CAPTION>
                                            Number        Exercise
                                           of Shares        Price
                                           ---------        -----
<S>                                        <C>            <C>
Balance, December 31, 1998                  288,834         $3.00
Terminated                                   (5,000)         3.00
                                            -------
Balance, December 31, 1999                  283,834          3.00
Terminated                                  (26,334)         3.00
                                            -------         -----
Balance,December 31, 2000 and 2001          257,500          3.00
                                            =======         =====
</TABLE>



         The Company's total stock options outstanding of 257,500 at December
31, 2001 expire as follows: 165,000 in October 2002, 50,000 in October 2005, and
42,500 in November 2007.

         The Company has computed the pro forma disclosures required under SFAS
No. 123 for stock options using the Black-Scholes option pricing model
prescribed by SFAS No. 123 for December 31, 2000 and 1999. The stock options
were fully vested as of December 31, 2001.

         The assumptions used and the weighted average information for the years
ended December 31, 2000 and 1999 are as follows:

<TABLE>
<S>                                         <C>
Risk-free interest rates                         7.5%
Expected dividend yield                          2.5%
Expected lives                              10 years
Expected volatility                               45%
Weighted average fair value of
  options on date of grant                     $5.18
Weighted-average exercise price                $3.00
Weighed-average remaining
</TABLE>


<PAGE>
<TABLE>
<S>                                          <C>
  contractual life of options
  outstanding                                9 years
</TABLE>


<PAGE>
The effect of applying SFAS No. 123 for the years ended December 31,
2000 and 1999, is as follows:

<TABLE>
<CAPTION>
                                                                         2000                1999
                                                                         ----                ----
<S>                                              <C>                 <C>                  <C>
Net income (loss)                                As reported          $(496,045)         $(1,796,402)
                                                 Pro forma            $(538,740)         $(1,839,097)

Net income (loss) per basic share                As reported          $   (0.39)         $     (1.42)
                                                 Pro forma            $   (0.43)         $     (1.46)

Net income (loss) per diluted share              As reported              (0.39)         $     (1.42)
                                                 Pro forma            $   (0.43)         $     (1.46)
</TABLE>

7. INCOME TAXES

        The Company's provision for income taxes for the years ended December
31, 2001, and 2000 represents state income taxes. The provision for year ended
1999 represents alternative minimum federal taxes and state taxes.

         The Company's effective tax rates differ from amounts computed by
applying the statutory federal income tax rate to income (loss) from continuing
operations before income taxes, as follows:

<TABLE>
<CAPTION>
For the year ended                               2001             2000              1999
------------------                               ----             ----              ----
<S>                                             <C>              <C>               <C>
Statutory federal income tax rate                34.0%           (34.0)%          (34.0)%
(Increase) decrease in deferred tax                --             34.0             34.0
Valuation allowance
  Non-taxable change in estimate                (34.0)              --               --
  State income taxes                              4.1             12.3              0.5
  Alternative minimum tax                          --               --              4.8
  Utilization of carry forward losses              --               --               --
                                                 ----             ----             ----
Income tax rate                                   4.1%            12.3%             5.3%
                                                 ====             ====             ====
</TABLE>


The tax effects of the significant temporary differences which comprise the
Deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                             December 31,
                                                     2001                      2000
                                                     ----                      ----
DEFERRED TAX ASSETS                                         (in thousands)
<S>                                                 <C>                      <C>
Net operating loss carryforwards                     $ 2,242                 $  2,308
Fixed assets                                             456                 $    526
Deferred compensation                                     44                 $     47
Miscellaneous operating reserves                         416                 $    184
Deferred pension                                           1                 $     43
Capitalized expenses                                      22                 $     20
                                                     -------                  -------
Gross deferred assets                                  3,181                 $  3,128
Less valuation allowance                              (3,181)                $ (3,128)
                                                     -------                 --------
Net deferred assets                                  $    --                 $     --
                                                     =======                 ========
</TABLE>

         The Company's net operating loss carryforwards begin expiring as of
December 31, 2008. The net operating loss carryforwards, amounting to $5.61
million, expire as follows (in thousands) $1,480 in 2008, $43 in 2010, $437 in
2011, $3,546 in 2012 and $104 in 2013. The Company has fully reserved for all
net deferred tax assets as future realization of these assets is not presently
determinable.
<PAGE>
8. PENSION PLANS AND RETIREMENT BENEFITS

         The Company contributed $93,033, $44,247, and $80,778 in 2001, 2000,
and 1999, respectively, to three multi-employer pension plans for employees
covered by collective bargaining agreements. These plans are not administered by
the Company and contributions are determined in accordance with the provisions
of negotiated labor contracts. The Company maintains a defined benefit
retirement plan for certain other union employees and one for non-union
employees. The plan provides a benefit of a flat dollar amount, determined by
the collective bargaining agreement with the union. Company contributions to
this plan totaled $104,962, $123,170, and $153,643 in 2001, 2000, and 1999,
respectively. Benefits under the plan are provided by a group annuity contract
purchased from an insurance carrier. The expense for this plan includes
amortization of the cost of providing plan benefits for past service over a
period of approximately 14 years. The Company's funding policy is to contribute
amounts annually to the Plan, subject to the Internal Revenue Service and ERISA
minimum required and maximum allowable funding limitations. The following table
sets forth the plan's funded status at December 31, 2001 and 2000:

<TABLE>
<CAPTION>
                                                            2001            2000
                                                            ----            ----
<S>                                                         <C>         <C>
Actuarial present value of benefit obligation:
Accumulated benefit obligation, including
vested benefits of $1,205,017 and $1,264,282 for
2001 and 2000, respectively.                           $(1,239,862)    $ (1,302,656)
                                                       ===========     ============


Projected benefit obligation                           $(1,239,862)    $ (1,302,656)
Plan assets at fair value                                  982,716        1,000,096
Unrecognized losses                                       (254,852)        (194,238)
Adjustment for minimum liability                           254,852          194,238
                                                       -----------     ------------
Adjusted accrued pension cost (included in
other long term liabilities                            $  (257,146)    $   (302,560)
                                                       ===========     ============
</TABLE>


Net periodic pension cost included the following components:

<TABLE>
<CAPTION>
                                                                   For the years ended December 31:
                                                                2001             2000              1999
                                                                ----             ----              ----
<S>                                                          <C>              <C>              <C>
Service cost- benefits earned during the period              $     --         $      --        $       --

Interest cost on projected benefit obligation                  85,485            95,619            91,557

Actual return on plan assets                                   52,952            (8,392)          (95,989)

Net gain (loss) during the year, deferred for later
recognition                                                  (139,503)          (69,024)           37,361
                                                             --------         ---------        ----------
Net periodic pension cost (benefit)                          $ (1,066)        $  18,203        $   32,929
                                                             ========         =========        ==========
</TABLE>

<PAGE>
         Assumptions used in accounting for the above pension information
included a discount rate of 7.25% for the years ended December 31, 2001 and
2000, and an expected long-term rate of return of 8.5% for all years presented.

         The following tables set forth pension obligations and plan assets as
of December 31, 2001 and 2000:

Change in benefit obligation:

<TABLE>
<CAPTION>
                                                 2001               2000
                                                 ----               ----
<S>                                         <C>                 <C>
Benefit obligation as of January 1          $ 1,302,656         $  1,348,085
Interest cost                                    85,485               95,619
Actuarial gain                                  (78,889)             (56,333)
Benefits paid                                   (69,390)             (84,715)
                                            -----------         ------------
Benefit obligation as of December 31        $ 1,239,862         $  1,302,656
                                            ===========         ============
</TABLE>

Change in plan assets:

<TABLE>
<S>                                         <C>                 <C>
Fair value as of January 1                  $ 1,000,096         $    953,249

Actual return on plan assets                    (52,952)               8,392

Company contribution                            104,962              123,170

Benefits paid                                   (69,390)             (84,715)
                                            -----------         ------------
Fair value as of December 31                $   982,716         $  1,000,096
                                            ===========         ============
</TABLE>

         The Company amended the defined benefit plan in connection with the
renewal of a collective bargaining agreement. The amendment provides that as of
January 31, 1998, benefit accruals under the plan will be frozen for those
active employees who accrued benefits under the plan before January 31, 1998.
The amendment further provides that on and after January 31, 1998, employees
hired by Wonderland will no longer be eligible to join the plan. The Company
will make contributions on behalf of these employees at a fixed rate to the
union 401(k) plan based upon hours worked. These contributions commenced in
1998.

During 1997 the Company established separate 401(k) plans for union and nonunion
employees, respectively. The plans are administered by an insurance company. The
Company made contributions on behalf of certain union employees based upon a
fixed rate and performances worked. The total of these contributions was
approximately $71,000, $71,000, and $72,000, for the years ended December 31,
2001, 2000, and 1999, respectively.

         The Company also has employment contracts with certain retired
employees which provide for the payment of retirement benefits, the cost of
which has been accrued during their active employment.

         Expense for all retirement plans of the Company for the years ended
December 31, 2001, 2000, and 1999 was approximately $269,000, $278,000, and
$279,000, respectively.


<PAGE>
9. SALE OF INVESTMENTS

         During 1994, the Company and Back Bay Restaurant Group jointly pursued
a series of transactions, the effect of which resulted in the control of Back
Bay Restaurant Group no longer resting with the Company. Accordingly, the
Company began accounting for its investments in Back Bay Restaurant Group under
the equity method.

         On December 31, 1998, the Company owned approximately 673,000, or 19%,
of the outstanding shares of Back Bay Restaurant Group.

         On September 24, 1999, the Company entered into a Stock Purchase
Agreement with Charles F. Sarkis, pursuant to which Mr. Sarkis purchased 450,518
shares of common stock of Back Bay Restaurant Group.

         Immediately prior to consummation of the transactions contemplated by
the Stock Purchase Agreement and the Stock Repurchase Agreement, the Company was
the majority stockholder of Back Bay Restaurant Group, which had gone private in
April, 1999.

         The aggregate purchase price of the stock was $2,703,108. In exchange
for the delivery of the shares, Mr. Sarkis delivered a promissory note in the
amount of the purchase price and a stock pledge agreement relating to the
shares. Under the terms of the note, Mr. Sarkis paid the Company $500,927 on
November 4, 1999, $500,000 was paid on December 16, 1999, $351,554 was paid on
January 31, 2000, $338,000 was paid on December 1, 2000, and $350,000 was paid
August 17, 2001. The remaining outstanding principal balance and all accrued
interest is to be paid in two equal installments of principal on December 16,
2002 and December 16, 2003. The balance outstanding under the note was $910,004
at December 31, 2001.

         Simultaneously with the execution of the Stock Purchase Agreement, the
Company entered into a Stock Repurchase Agreement with Back Bay Restaurant Group
pursuant to which Back Bay Restaurant Group repurchased 222,933 shares of common
stock of Back Bay Restaurant Group in exchange for the cancellation of a certain
promissory note, dated May 2, 1994, issued by the Company in favor of Back Bay
Restaurant Group in the principal amount of $970,000 and accrued interest
thereon in the amount of $376,598.

         The purchase price of the Back Bay Restaurant Group stock in the above
transaction was $6.00 per share. The per share book value of the Company's
investment in Back Bay Restaurant Group immediately prior to these transactions
was $8.92. The Company incurred a non-cash loss of $2.69 per share on these
transactions, for an aggregate non-cash loss of $1,809,000 net of $157,000 of
equity in the earnings of Back Bay Restaurant Group for 1999.

<PAGE>
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

     Accounts payable and accrued liabilities as of December 31, 2001 and 2000
consisted of the following:

<TABLE>
<CAPTION>
                                    2001                 2000
                                    ----                 ----
<S>                              <C>                <C>
Other accrued liabilities        $  619,709         $ 1,057,775
Accounts payable, trade             738,988             907,333
Accrued executive bonus              93,540             143,773
                                 ----------          -----------
                                 $1,452,237         $ 2,108,881
                                 ==========          ===========
</TABLE>

11. TRANSACTIONS WITH OFFICERS, EMPLOYEES AND RELATED PARTIES

     Prior to 1995, the Company engaged a firm to assist management in the
planning and execution of a financial and operational reorganization of the
Company. As compensation of its services, the Company agreed to a success fee in
certain circumstances, in addition to the basic fee, to grant options to acquire
common stock totaling 6% of the total of the Company's capital stock at $3.00
per share (the "success fee" option). The success fee also stipulated that a
principal of such firm, Michael S. Fawcett, who was at the time a Director of
the Company, would be required to return options to purchase 25,000 shares of
the Company's common stock if the success fee options are granted and
subsequently exercised.

     In May 1994, the Company purchased all restaurant and concession operations
at Wonderland from Back Bay Restaurant Group for a sales price of $770,000.
Included in the term note of $970,000 were additional amounts owed to Back Bay
Restaurant Group for costs incurred under a Cross Indemnification Agreement
amounting to $200,000, and interest expense of approximately $58,000 for the
year ended December 31, 1999. This note was cancelled during 1999 in conjunction
with the stock repurchase agreement entered into with Back Bay Restaurant Group.

     Upon the sale of Back Bay Restaurant Group common stock to Charles F.
Sarkis, the Company received a promissory note in the amount of $2,703,108. The
note bears interest of 9.5%. $500,927 was paid on November 4, 1999, $500,000 was
paid on December 16, 1999, $351,554 was paid on January 31, 2000, $338,000 was
paid on December 1, 2000, and $350,000 was paid August 17, 2001. The remaining
outstanding principal and accrued interest is payable in two equal annual
installments due on December 16, 2002 through December 16, 2003. The balance
outstanding under the note was $910,004 at December 31, 2001.


     In October 1999, the Company received a letter of credit from the Anglo
Irish Bank securitized by Mr. Charles Sarkis' property located on Boylston
Street in Boston, Massachusetts. The letter of credit was established on October
14, 1999 between Mr. Sarkis and the Anglo Irish Bank. The letter of credit
specifically stated that its purpose was to fund the unclaimed winning tickets
of the Wonderland Greyhound Park racetrack, i.e. the "outs" due to the state.
Subsequently, Mr. Sarkis refinanced the Boylston Street property and loaned the
Company $500,000. The Company designated this $500,000, which was wired into the
Company's Anglo Irish Bank account, to be used for the 1998 and 1999 outstanding
pari-mutuel tickets due to the state. The loan agreement between the Company and
Mr. Sarkis provided that the $500,000 due, at the option of the payee, could be
used to offset any amounts due from Mr. Sarkis, pursuant to the Promissory Note
dated September 24, 1999. Accordingly, the Company offset the first payment due
on the $2,703,108 loan due from Mr. Sarkis against the $500,000 loan payable to
him.

     At December 31, 2001, there were loans outstanding to officers/
stockholders including interest, of $1,316,532. The loans were restructured in
1999 to be payable over five years and bear interest at 8.0% per annum. Notes
receivable and related interest, in the amount of $178,350 and $910,004 are due
from Charles Sarkis and $228,178 is due from Richard P. Dalton, the Company's
President and Chief Executive Officer. The $228,178 balance due was originally
recorded as a note receivable at December 31, 1998. The accrued bonus due to Mr.
Sarkis of $93,540 at December 31, 2001 will be used to repay the outstanding
notes receivable balance as it becomes due. The current portion of these bonus
amounts are classified in accounts payable and other accrued liabilities at
December 31, 2001.



<PAGE>




     In August 2000, animal rights activists were able to obtain the necessary
number of signatures in order to place on the November 2000 State ballot a
binding initiative petition to ban all wagering on dog racing within
Massachusetts effective June 1, 2001. The Company expended approximately
$881,000 on the campaign to defeat the ballot initiative through December 31,
2000. The campaign to defeat the ballot initiative was conducted jointly with
the dog track in Raynham, Massachusetts through a Ballot Question Committee
established in accordance with the campaign finance laws of Massachusetts. The
Company's President and Chief Executive Officer, Richard P. Dalton, served as
the chairman of this Ballot Question Committee. These funds were used primarily
for the acquisition of media time and the development and implementation of a
media campaign to promote the industry point of view.

     On August 16, 2000, the Company entered into a Settlement Agreement and
Mutual Release with a stockholder of more than 5% of the Company's Common Stock
who agreed to cancel certain stock options in the Company held by him, sell his
shares of common stock in the Company to a third party and release the Company
and Charles Sarkis from certain claims in consideration for $140,755 and the
payment of his legal expenses. This amount has been recorded in "Other income
(expense), net" in the accompanying statement of operations.


<PAGE>



12. CHANGE IN ACCOUNTING ESTIMATE

     In 2001 Westwood recognized $1,058,000 of non-operating income as the
result of a change in accounting estimate on a prior years long-term liability.

13. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

     The following table sets forth selected quarterly financial data for 2001
and 2000 (in thousands, except per share amounts):

                                      1st        2nd       3rd        4th
                                    ---------------------------------------

2001
Revenues                             $4,116     $4,545    $4,243    $4,079
Operating income                         91         42       166       300
Net income (loss)                       (25)      (175)    1,112       515
Basic net income (loss)
  per share                          $(0.02)    $(0.14)   $ 0.88    $ 0.41

Dilutive net income (loss)
  per share                          $(0.02)    $(0.14)   $ 0.87    $ 0.40

2000
Revenues                             $4,239     $4,722    $4,636    $4,074
Operating income (loss)                 787        423      (478)     (334)
Net income (loss)                       576        268      (670)     (670)
Basic and dilutive net
 income (loss) per share             $ 0.46     $ 0.21    $(0.53)   $(0.53)
<PAGE>



ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS

NAME                  AGE   SINCE   POSITION

Charles F. Sarkis     62    1978    Chairman of the Board
Richard P. Dalton     54    1978    President, Chief Executive Officer, Director
Paul J. DiMare        59    1987    Director


CHARLES F. SARKIS has served as Chairman of the Board since 1978. He was Chief
Executive Officer of the Company from 1978 to 1992 and President from 1984 to
1992. He has been Chairman of the Board, President and Chief Executive Officer
of Back Bay Restaurant Group, Inc. (a restaurant holding company), formerly a
wholly-owned subsidiary of the Company, for more than six (6) years. He also has
been Chief Executive Officer of Sarkis Management Corporation (restaurant
management) for more than six (6) years.

RICHARD P. DALTON has served as President and Chief Executive Officer of the
Company since 1993. He served as Executive Vice President of the Company from
1988 to 1992 and Chief Operating Officer from 1989 until 1992. He was Vice
President from 1984 until 1987; Chief Financial Officer from 1988 to 1989;
Treasurer from 1974 to 1989; Assistant Secretary since 1984; and General Manager
from 1981 to 1983.

PAUL J. DIMARE has been President of DiMare Homestead, Inc. (agricultural
processing and packaging) and DiMare Management Corp. (agricultural management
and marketing) for over six (6) years. He also is a director of First National
Bank of Homestead, Florida.

All of the directors and executive officers are citizens of the United States.
There are no arrangements or understandings between any of the directors or
executive officers of the Company and any other person pursuant to which such
director or executive officer was or will be selected as a director or officer
of the Company. Each of the executive officers of the Company holds office at
the pleasure of the Board of Directors.




<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table shows the cash and other
remuneration paid or accrued, in respect of services rendered to the Company and
its wholly-owned subsidiaries for the three (3) years ended December 31, 2001,
to each of the Company's executive officers whose aggregate remuneration
exceeded $100,000.

<TABLE>
<CAPTION>

                                                  OTHER       RESTRICTED STOCK                              ALL OTHER
NAME AND PRINCIPAL POSITION   YEAR   SALARY     ANNUAL BONUS    COMPENSATION     OPTIONS/AWARDS  LTIP SARS   PAYOUTS    COMPENSATION
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>    <C>              <C>           <C>           <C>            <C>        <C>         <C>
Charles F. Sarkis
Chairman of the Board         2001   $250,000         -              -                  -             -          -           -
                              2000   $250,000         -              -                  -             -          -           -
                              1999   $250,000         -              -                  -             -          -           -

Richard P. Dalton
President and Chief
  Executive Officer           2001   $205,000         -              -                  -             -          -           -
                              2000   $205,000         -              -                  -             -          -           -
                              1999   $205,000         -              -                  -             -          -           -
</TABLE>


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During the year
ended December 31, 2001, Messrs. Charles F. Sarkis and Richard P. Dalton served
as executive officers of the Company and as members of the Board of Directors of
the Company which performs the functions of a compensation committee.


REMUNERATION OF DIRECTORS. The Company pays to each nonemployee Director $2,000
per Board meeting attended with an additional fee of $1,000 for each Committee
meeting attended.

COMPENSATION PLAN. The Company has adopted an executive compensation plan. The
compensation plan is designed to provide an environment and opportunity for key
executives to be rewarded for individual achievement as well as for attaining
overall corporate goals. The compensation plan includes provisions for a base
salary, annual incentive and long term incentives. Base salary is determined
annually and is based upon the level and amount of responsibility in the context
of comparable companies. Additional annual incentives are to be distributed to
key executives from a bonus pool. A performance bonus equal to 10% of income
before tax will be allocated to the key executives at the discretion of the
Compensation Committee and Board of Directors. Additionally, a discretionary
bonus of up to 5% of income before income taxes will be available to reward an
employee's individual performance. Based on the Company's cash flow condition,
no bonuses were granted during the 2001 fiscal year. Finally, long term
incentives will consist of stock options granted to key executives at the
discretion of the Compensation Committee and Board of Directors. In addition, a
special transaction bonus is available in the event the Chairman initiates
and/or negotiates an extraordinary transaction to enhance shareholder value,
including a merger, sale, acquisition or joint venture. The transaction bonus is
equal to 2% of the value of any such transaction.

STOCK OPTION AGREEMENTS. During 1997, the Company issued to those certain
executives, Directors and former Directors non-qualfied stock options to
purchase an aggregate of 42,500 shares of the Company's common stock at an
exercise price of $3.00 per share. During 1995, the Company awarded those
certain executives, Directors and former Directors of the Company, non-qualified
stock options to purchase an aggregate of 50,000 shares of the Company's common
<PAGE>


stock at an exercise price of $3.00 per share. During 1992, the Company awarded
to those certain executives, Directors and former Directors non-qualified stock
options to purchase an aggregate of 165,000 shares of the Company's common stock
at an exercise price of $3.00 per share. All such options expire ten (10) years
from the date of grant.


AUDIT COMMITTEE. The Board of Directors of the Company performs the functions of
an audit committee.
<PAGE>

YEAR-END OPTION VALUES

The table below shows year-end option values the total number of unexercised
options held at December 31, 2001. There are no unexercised in-the-money
options at the fiscal year-end.(1) No options were exercised in the year-ended
December 31, 2001.

                    Number of                         Value of
                    Securities                        Unexercised
                    Underlying                        In-the-money
                    Unexercised                       Options
                    Options at Fiscal Year End (#)    At Year End ($) (1)
                    ------------------------------    --------------------------
Name                Exercisable      Unexercisable    Exercisable  Unexercisable
----                -----------      -------------    -----------  -------------



Charles F. Sarkis   95,000            --                  --           --


Richard P. Dalton   40,000            --                  --           --


(1) In-the-Money Options are those where the fair market value of the underlying
securities exceeds the exercise price of the option.



<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF COMMON STOCK

         The following table sets forth certain information, as of March 29,
2002, with respect to the beneficial ownership of the Company's Common Stock
by each Director, by all Directors and officers of the Company as a group and by
persons known by the Company to own beneficially more than 5% of the outstanding
Common Stock. (1) Unless otherwise noted, such stockholders have full voting and
investment power with respect to the shares listed as beneficially owned by
them.

NAME AND ADDRESS OF         AMOUNT AND NATURE OF BENEFICIAL
BENEFICIAL                  OWNER OWNERSHIP                     PERCENT OF CLASS
--------------------------------------------------------------------------------
Directors and Officers:
Richard P. Dalton                 52,350(2)                          13.38%
The Westwood Group, Inc.
190 VFW Parkway
Revere, MA 02151

Paul J. DiMare                   143,300(3)                          36.63%
P.O. Box 900460
Homestead, FL 33090


Charles F. Sarkis                906,866(5)                          72.50%
The Westwood Group, Inc.         -------                             -----
190 VFW Parkway
Revere, MA 02151

All Directors and
Officers as a
group (three (3) persons)      1,102,516(6)                          82.84%
                               =========                             =====

Holders of more than 5%, not included above

DiMare Homestead, Inc.            92,500(7)                          27.00%
Michael S. Fawcett                25,600(8)                           7.00%
Joseph J. O'Donnell               47,669(9)                          12.90%
Pauline F. Evans                  26,122(10)                          7.60%
Patricia F. Harris                16,350(11)                          5.80%
A. Paul Sarkis                    48,609(4)                          12.40%

<PAGE>


(1)  As used in this table, "beneficial ownership" means the sole or shared
     power to vote, or to direct the voting of, a security, or the sole or
     shared investment power with respect to a security (i.e., the power to
     dispose of or to direct the disposition of, a security). For purposes of
     this table a person is deemed to have "beneficial ownership" of any
     security that such person has the right to acquire within sixty (60) days,
     including by conversion of such stockholder's shares of Class B Common
     Stock into shares of Common Stock or by exercise of options. For purposes
     of this table, any shares of Common Stock not outstanding which are subject
     to such a right, or conversion privileges, are deemed to be outstanding for
     the purposes of computing the percentage of outstanding shares owned by
     such person or group, but are not deemed to be outstanding for the purposes
     of computing such percentage owned by any other person or group.

(2)  Includes presently exercisable options to purchase 40,000 shares.

(3)  Includes 92,500 shares held of record by DiMare Homestead, Inc. over which
     Mr. DiMare has voting and investment power, and presently exercisable
     options and grants to purchase 40,000 shares.

(4)  Includes presently exercisable options to purchase 32,500 shares and 16,109
     shares issuable upon conversion of the shares of Class B Common Stock
     beneficially owned by Mr. Sarkis. Mr. Sarkis' address is 599 East Sixth
     St., Apt. 1, South Boston, MA 02127. Mr. Sarkis is a former Director and
     officer of the Company.

(5)  Consists of 820,725 shares issuable upon conversion of the shares of Class
     B Common Stock beneficially owned by Mr. Sarkis, 7,250 shares of Common
     Stock, as well as presently exercisable options to purchase 95,000 shares.
     (See footnote (2) to the table below showing beneficial ownership of Class
     B Common Stock.)

(6)  Includes presently exercisable options to purchase 175,000 shares and
     804,616 shares issuable upon conversion of shares of Class B Common Stock,
     held by all directors and officers as a group.

(7)  See Footnote (3).

(8)  Includes presently exercisable options to purchase 25,000 shares. Mr.
     Fawcett has agreed that under certain circumstances he may forfeit these
     options. (See Item 13, "Certain Relationships and Related Transactions").
     Mr. Fawcett's address is c/o Dorman & Fawcett, P.O. Box 214, Hamilton,
     Massachusetts 01936.

(9)  Includes presently exercisable options to purchase 25,000 shares. Mr.
     O'Donnell's address is c/o Boston Concessions Group, Inc., 111 6th Street,
     Cambridge, Massachusetts 02141.

(10) Ms. Evans' address is 3600 Galt Ocean Drive, Fort Lauderdale, Florida
     33308.

(11) Ms. Harris' address is 10190 Collins Avenue, Bal Harbour, Florida 33154.

<PAGE>


(b) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF CLASS B COMMON STOCK

     The following table sets forth certain information, as of March 29, 2002,
with respect to the beneficial ownership of the Company's Class B Common Stock
by each Director, and named Executive Officer and by all Directors and officers
of the Company as a group and by persons known by the Company to own
beneficially more than 5% of the outstanding Class B Common Stock. Unless
otherwise noted, such stockholders have full voting power and investment power
with respect to the shares listed as beneficially owned by them.

<TABLE>
<CAPTION>
                                            SHARES OF CLASS B
                                            COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER        BENEFICIALLY OWNED(1)      PERCENT OF CLASS
----------------------------------------------------------------------------------------
<S>                                             <C>                        <C>
Charles F. Sarkis                               820,725(2)                 90.00%
Back Bay Restaurant Group, Inc.
284 Newbury St
Boston, MA 02116

Richard P. Dalton                                     0                     0.00%
The Westwood Group, Inc.
190 VFW Parkway
Revere, MA 02151

Paul J. DiMare                                        0                     0.00%
P.O. Box 900460
Homestead, FL 33090
                                                --------------------------------
All Directors and Officers as a Group           820,725(2)                 90.00%
(three persons)                                 =======                    =====
</TABLE>


(1) As used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of, or
to direct the disposition of, a security). In addition, for purposes of this
table a person is deemed to have "beneficial ownership" of any security that
such person has the right to acquire within sixty (60) days.

(2) Includes shares held by Sarkis Management Corporation, which is wholly-owned
by Mr. Sarkis, and shares held by one (1) of Mr. Sarkis' adult children who has
granted Mr. Sarkis a proxy to vote her shares. Does not include 80,545 shares
held by Mr. Sarkis' five (5) other adult children; Mr. Sarkis disclaims
beneficial ownership of such shares.


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     Based solely on the review of Forms 3, 4 and 5 and all amendments thereto
furnished to the Company with respect to its most recent fiscal year, it appears
that each Director, officer and 10% beneficial owner of Common Stock of the
Company complied with Section 16(a) of the Securities Exchange Act of 1934.


<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Prior to 1995, the Company engaged a firm to assist management in the
planning and execution of a financial and operational reorganization of the
Company. As compensation for its services, the Company agreed to a success fee
under certain circumstances, in addition to the basic fee, to grant options to
acquire common stock totaling 6% of the total of the Company's capital stock at
$3.00 per share (the "success fee" option). The success fee also stipulated that
a principal of such firm, Michael S. Fawcett, who was at the time a Director of
the Company, would be required to return options to purchase 25,000 shares of
the Company's common stock if the success fee options are granted and
subsequently exercised.

     In May 1994, the Company purchased all restaurant and concession operations
at Wonderland from Back Bay Restaurant Group for a sales price of $770,000.
Included in the term note of $970,000 were additional amounts owed to Back Bay
Restaurant Group for costs incurred under a Cross Indemnification Agreement
amounting to $200,000, and interest expense of approximately $58,000 for the
year ended December 31, 1999. This note was cancelled during 1999 in conjunction
with the stock repurchase agreement entered into with Back Bay Restaurant Group.

     Upon the sale of Back Bay Restaurant Group common stock to Charles F.
Sarkis, the Company received a promissory note in the amount of $2,703,108. The
note bears interest of 9.5%. $500,927 was paid on November 4, 1999, $500,000 was
paid on December 16, 1999, $351,554 was paid on January 31, 2000, $338,000 was
paid on December 1, 2000, and $350,000 was paid August 17, 2001. The remaining
outstanding principal and accrued interest is payable in two (2) equal annual
installments due on December 16, 2002 through December 16, 2003. The balance
outstanding under the note was $910,004 at December 31, 2001.

     In October 1999, the Company received a letter of credit from the Anglo
Irish Bank securitized by Mr. Charles Sarkis' property located on Boylston
Street in Boston, Massachusetts. The letter of credit was established on October
14, 1999 between Mr. Sarkis and the Anglo Irish Bank. The letter of credit
specifically stated that its purpose was to fund the unclaimed winning tickets
of the Wonderland Greyhound Park racetrack, i.e. the "outs" due to the state.
Subsequently, Mr. Sarkis refinanced the Boylston Street property and loaned the
Company $500,000. The Company designated this $500,000, which was wired into the
Company's Anglo Irish Bank account, to be used for the 1998 and 1999 outstanding
pari-mutuel tickets due to the state. The loan agreement between the Company and
Mr. Sarkis provided that the $500,000 due, at the option of the payee, could be
used to offset any amounts due from Mr. Sarkis, pursuant to the Promissory Note
dated September 24, 1999. Accordingly, the Company offset the first payment due
on the $2,703,108 loan due from Mr. Sarkis against the $500,000 loan payable to
him.

     At December 31, 2001, there were loans outstanding to officers/
stockholders including interest, of $1,316,532. The loans were restructured in
1999 to be payable over five (5) years and bear interest at 8.0% per annum.
Notes receivable and related interest, in the amount of $178,350 and $910,004
are due from Charles Sarkis and $228,178 is due from Richard P. Dalton, the
Company's President and Chief Executive Officer. The $228,178 balance due was
originally recorded as a note receivable at December 31, 1998. The accrued bonus
due to Mr. Sarkis of $93,540 at December 31, 2001 will be used to repay the
outstanding notes receivable balance as it becomes due. The current portion of
these bonus amounts are classified in accounts payable and other accrued
liabilities at December 31, 2001.

     In August 2000, animal rights activists were able to obtain the necessary
number of signatures in order to place on the November 2000 State ballot a
binding initiative petition to ban all wagering on dog racing within
Massachusetts effective June 1, 2001. The Company expended approximately
$881,000 on the campaign to defeat the ballot initiative through December 31,
2000. The campaign to defeat the ballot initiative was conducted jointly with
the dog track in Raynham, Massachusetts through a Ballot Question Committee
established in accordance with the campaign finance laws of Massachusetts. The
Company's President and Chief Executive Officer, Richard P. Dalton, served as
the chairman of this Ballot Question Committee. These funds were used primarily
for the acquisition of media time and the development and implementation of a
media campaign to promote the industry point of view.


<PAGE>



     On August 16, 2000, the Company entered into a Settlement Agreement and
Mutual Release with a stockholder of more than 5% of the Company's Common Stock
who agreed to cancel certain stock options in the Company held by him, sell his
shares of common stock in the Company to a third party and release the Company
and Charles Sarkis from certain claims in consideration for $140,755 and the
payment of his legal expenses. This amount has been recorded in "Other income
(expense), net" in the accompanying statement of operations.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) Financial Statements
       Included under Item 8 in Part II of this report:
       Reports of Independent Accountants
       Consolidated Balance Sheets
       Consolidated Statements of Operations
       Consolidated Statements of Changes in Stockholders' Deficiency
       Consolidated Statements of Cash Flows
       Notes to Consolidated Financial Statements

   (2) Financial Statement Schedules
       All financial statement schedules are omitted because they are not
       applicable or the required information is shown in the consolidated
       financial statements or notes thereto.

   (3) Exhibits

   3.1 Certificate of Incorporation of the Company.(1)

   3.2 Amendment, dated May 15, 1987, to the Certificate of Incorporation of
   the Company.(3)

   3.21 Amendment, dated November 2, 1995, to the Certificate of Incorporation
   of the Company.(7)

   3.3 Bylaws of the Company.(1)

   4.1 Indenture, dated as of August 15, 1987, between the Company and State
   Street Bank and Trust Company, as trustee, relating to the Company's
   Subordinated Notes.(2).

   4.2 Supplemental Indenture, dated as of March 16, 1988, between the Company
   and State Street Bank and Trust company, as trustee.(3)
<PAGE>

10.1 Totalisator Service Agreement, dated August 30, 1991, in connection with an
exclusive service contract, together with an amendment and extension agreement
dated April 2, 1992.(4)

10.2 Contract dated, November 20, 1992, in connection with services to be
provided to the Company by an entity of which a former Director of the Company
is a principal, together with an amendment by letter agreement, dated February
2, 1993.(4)

10.3 Collective Bargaining Agreement between the Company and United Food and
Commercial Workers' Union, Local 1445 AFL-CIO, CLC, dated June 1, 1993.(5)

10.4 Collective Bargaining Agreement between the Company and Local 25-Teamsters,
effective January 1, 1993.(5)

10.5 Collective Bargaining Agreement between Wonderland Greyhound Park, Inc. and
Local 22 - Laborers' International Union, dated July 1, 1993.(6)

10.6 Collective Bargaining Agreement Extension between RFSC, Inc. and Local 26 -
Hotel and Restaurant Workers, effective January 1, 1994.(6)

10.7 Settlement Agreement between Wonderland Greyhound Park, Inc. and Local 254
Service Employees International Union, dated September 19, 1994, in connection
with a successor collective bargaining agreement.(6)

10.8 Assignment for the Benefit of Creditors and Sharing Agreement (Foxboro
Harness).(8)

10.9 Assignment for the Benefit of Creditors and Sharing Agreement (Foxboro
Thoroughbred).(8)

10.10 Assignment for the Benefit of Creditors and Sharing Agreement (Foxboro
Park).(8)

10.11 Form of Executive Non-Qualified Stock Option Agreement.(8)

10.12 Form of Employee Non-Qualified Stock Option Agreement.(8)

10.13 Stock Purchase Agreement, dated as of September 24, 1999, between the
Company and Charles Sarkis.(9)

10.14 Stock Repurchase Agreement dated as of September 24, 1999, between the
Company and BBRG.(9)

<PAGE>


10.15 Term Loan Agreement between Wonderland Greyhound Park, Inc. and Century
Bank and Trust Company, dated June 30, 1998. (10)

21 Subsidiaries of the Company (filed herewith).



<PAGE>



23.1 Consent of Independent Auditors (filed herewith).

---------------------

(1) Filed with the Company's Annual Report on Form 10-K for 1984 and
incorporated herein by reference.

(2) Filed with the Company's Registration Statement on Form S-2 No. 33-15344
filed on June 25, 1987 and incorporated herein by reference.(3)

(3) Filed with the Company's Annual Report on Form 10-K for 1987 and
incorporated herein by reference.

(4) Filed with the Company's Annual Report on Form 10-K for 1992 and
incorporated herein by reference.

(5) Filed with the Company's Annual Report on Form 10-K for 1993 and
incorporated herein by reference.

(6) Filed with the Company's Annual Report on Form 10-K for 1994 and
incorporated herein by reference.

(7) Filed with the Company's Annual Report on Form 10-K for 1995 and
incorporated herein by reference.

(8) Filed with the Company's Annual Report on Form 10-K for 1997 and
incorporated herein by reference.

(9) Filed as an exhibit with Form 8-K, as filed by the Company on October 12,
1999 and incorporated herein by reference.

(10) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 and incorporated herein by reference.

(b) REPORTS ON 8-K.

None
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Sections 13 or 15(d) 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.

                                    THE WESTWOOD GROUP, INC.


                                    /s/ Charles F. Sarkis
                                    --------------------------------------------
                                    Charles F. Sarkis
                                    Chairman of the Board

Date: March 29, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.




Date: April 1, 2002                 /s/ Charles F. Sarkis
                                    --------------------------------------------
                                    Charles F. Sarkis
                                    Chairman of the Board



Date: April 1, 2002                 /s/ Richard P. Dalton
                                    --------------------------------------------
                                    Richard P. Dalton
                                    President, Chief Executive
                                    Officer and Director
                                    (Principal financial and accounting officer)



Date: April 1, 2002                 /s/ Paul J. DiMare
                                    --------------------------------------------
                                    Paul J. DiMare
                                    Director