UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]     QUARTERLY  REPORT  UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

                               For the quarterly period ended September 30, 2001

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


                               SIMTEK CORPORATION
--------------------------------------------------------------------------------
         (Exact name small business issuer as specified in its charter)

           Colorado                                              84-1057605
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

              4250 Buckingham Dr. #100; Colorado Springs, CO 80907
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (719) 531-9444
--------------------------------------------------------------------------------
                           (issuer's telephone number)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practicable date.

Class                                           Outstanding at November 13, 2001
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                            53,728,245


<PAGE>


                               SIMTEK CORPORATION



                                      INDEX

                      For Quarter Ended September 30, 2001

PART 1. FINANCIAL INFORMATION
                                                                         Page
    ITEM 1                                                               ----

           Balance Sheets as of September 30, 2001 and
           December 31, 2000                                               3

           Statements of Operations for the three months and nine
           months ended September 30, 2001 and 2000                        4

           Statements of Cash Flows for the nine months ended
           September 30, 2001 and 2000                                   5-6

           Notes to Financial Statements                                 7-9

    ITEM 2

           Management's Discussion and Analysis of Results of
           Operations and Financial Condition                            10-12

PART II. OTHER INFORMATION

   ITEM 1  Legal Proceedings                                              13

   ITEM 2  Changes in Securities                                          13

   ITEM 3  Defaults upon Senior Securities                                13

   ITEM 4  Matters Submitted to a Vote of Securities Holders              13

   ITEM 5  Other Information                                              13

   ITEM 6  Exhibits and Reports on Form 8-K                               13

SIGNATURES                                                                14



                                      -2-
<PAGE>
<TABLE>
<CAPTION>

                                                 SIMTEK CORPORATION

                                                    BALANCE SHEETS

              ASSETS
              ------
                                                                            September 30, 2001      December 31, 2000
                                                                            ------------------      -----------------
<S>                                                                            <C>                     <C>
CURRENT ASSETS:
   Cash and cash equivalents...............................................    $  1,336,851            $  2,853,769
   Certificate of deposit, restricted......................................         300,000                 300,000
   Accounts receivable - trade, net........................................       2,229,426               1,775,864
   Inventory, net .........................................................       1,604,769               1,130,629
   Intercompany receivable.................................................           2,498                       -
   Prepaid expenses and other..............................................         102,372                 175,955
                                                                               ------------            ------------
       Total current assets................................................       5,575,916               6,236,217

EQUIPMENT AND FURNITURE, net...............................................         892,055                 888,296
OTHER ASSETS...............................................................         149,632                 163,472
                                                                               ------------            ------------

TOTAL ASSETS...............................................................    $  6,617,603            $  7,287,985
                                                                               ============            ============

       LIABILITIES AND SHAREHOLDERS' EQUITY
       ------------------------------------

CURRENT LIABILITIES:
   Accounts payable .......................................................    $    946,643            $  1,085,370
   Accrued expenses........................................................         418,949                 532,964
   Accrued wages...........................................................         215,010                 302,097
   Accrued vacation payable................................................         145,635                 103,476
   Obligation under capital leases.........................................          50,694                  47,344
   Short term debt.........................................................          16,062                  34,809
   Line of Credit..........................................................              -                   84,050
   Deferred Revenue........................................................          15,000                       -
                                                                                -----------            ------------
       Total current liabilities...........................................       1,807,993               2,190,110
                                                                                -----------            ------------
NOTES PAYABLE..............................................................          20,000                  20,000
OBLIGATION UNDER CAPITAL LEASES............................................         115,220                 153,670
                                                                                -----------            ------------
       Total liabilities...................................................       1,943,213               2,363,780

SHAREHOLDERS' EQUITY:
   Preferred stock, $1.00 par value, 2,000,000 shares
       authorized and none issued and outstanding .........................              -                       -
   Prepaid investor relations..............................................              -                 (730,433)
   Treasury Stock..........................................................         (12,504)                     -
   Common stock, $.01 par value, 80,000,000 shares authorized,
       53,728,245 and 53,634,245 shares issued and outstanding
       at September 30, 2001 and December 31, 2000, respectively...........         537,282                 536,342
   Additional paid-in capital..............................................      37,509,725              37,497,590
   Accumulated deficit.....................................................     (33,360,113)            (32,379,294)
                                                                               ------------            ------------
   Shareholder's equity....................................................       4,674,390               4,924,205
                                                                               ------------            ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................    $  6,617,603            $  7,287,985
                                                                               ============            ============


                    The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                     -3-
<PAGE>
<TABLE>
<CAPTION>

                                                       SIMTEK CORPORATION

                                                    STATEMENTS OF OPERATIONS


                                                                     Three Months Ended                      Nine Months Ended
                                                                        September 30,                          September 30,
                                                                    2001             2000                  2001            2000
                                                                    ----             ----                  ----            ----
<S>                                                            <C>               <C>                   <C>             <C>
NET SALES..................................................    $  4,105,613      $  3,374,164          $ 13,170,094    $ 11,097,168

     Cost of  sales........................................       2,931,461         2,086,531             9,085,025       6,584,396
                                                               ------------      ------------          ------------    ------------

GROSS MARGIN...............................................       1,174,152         1,287,633             4,085,069       4,512,772

OPERATING EXPENSES:
     Design, research and development......................         644,224         4,937,001             2,050,366       6,093,896
     Administrative........................................         290,195           278,156             1,064,552         807,658
     Marketing.............................................         450,292           379,557             1,270,833       1,046,331
     Prepaid investor relations............................         214,833            42,967               730,433          42,967
                                                               ------------      ------------          ------------    ------------

         Total Operating Expenses..........................       1,599,544         5,637,681             5,116,184       7,990,852

LOSS FROM OPERATIONS.......................................        (425,392)       (4,350,048)           (1,031,115)     (3,478,080)
                                                               ------------      ------------          ------------    -------------

OTHER INCOME (EXPENSE):
     Interest income, net..................................           7,144            37,366                53,241          59,093
     Other income (expense), net...........................            (882)            7,627                 1,686         (39,008)
                                                               ------------      ------------          ------------    ------------

         Total other income................................           6,262            44,993                54,927          20,085
                                                               ------------      ------------          ------------    ------------

EQUITY IN LOSSES OF QDA AND WRITE-OFF
     OF RELATED ADVANCES...................................               -           (23,979)               (4,631)        (70,895)
                                                               ------------      ------------          ------------    ------------

NET LOSS BEFORE TAXES......................................        (419,130)       (4,329,034)             (980,819)     (3,528,890)
     Provision for income taxes............................               -                 -                     -         (44,000)
                                                               ------------      ------------          ------------    ------------

NET LOSS...................................................    $   (419,130)     $ (4,329,034)         $   (980,819)   $ (3,572,890)
                                                               ============      ============          ============    ============

BASIC AND DILUTED EPS......................................    $       (.01)     $       (.09)         $       (.02)   $       (.08)
                                                               ============      ============          ============    ============

BASIC WEIGHTED AVERAGE SHARES
 OUTSTANDING...............................................      53,701,538        48,625,953            53,679,465      46,564,041







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

</TABLE>

                                                      -4-

<PAGE>
<TABLE>
<CAPTION>


                                              SIMTEK CORPORATION

                                           STATEMENTS OF CASH FLOWS

                                                                                   Nine Months Ended September 30,
                                                                                   -------------------------------
                                                                                      2001                 2000
                                                                                      ----                 ----
<S>                                                                              <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                    $  (980,819)          $(3,572,890)
     Adjustments to reconcile net loss to net cash provided
        by (used in) operating activities:
           Depreciation and amortization.................................            340,854               319,828
           Prepaid investor relations....................................            730,433                42,967
           Contributed services..........................................                  -                43,503
           Webgear purchase of incomplete research and development.......                  -             4,384,545
           Increase (decrease) in net change of reserve accounts.........             (2,250)              312,286
           Deferred financing fees.......................................                  -                 1,865
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable.......................................           (627,214)             (199,348)
               Inventory.................................................           (444,939)              279,897
               Prepaid expenses and other ...............................             62,944              (127,883)
           Increase (decrease) in:
               Accounts payable..........................................           (138,727)             (527,061)
               Accrued expenses..........................................            (14,244)              146,569
               Customer deposits.........................................              2,000               (33,083)
               Taxes payable.............................................                  -                29,800
               Receipts from deferred revenue............................             15,000                     -
                                                                                 -----------           -----------
        Net cash provided by (used in) operating activities..............         (1,056,962)            1,100,995
                                                                                 -----------           ------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
     Purchase of equipment and furniture ................................           (325,863)             (246,926)
     Decrease to investment from related party...........................              5,730                 3,549
     Payments on capital lease obligation................................            (35,100)              (29,467)
     Decrease (increase) in restricted cash..............................                  -               100,000
                                                                                 -----------           -----------
     Net cash used in investing activities...............................           (355,233)             (172,844)

CASH FLOWS USED IN FINANCING ACTIVITIES:
     Exercise of stock options...........................................             13,076               293,131
     Payments on notes payable...........................................            (18,747)             (129,889)
     Purchase of stock from market.......................................            (12,504)                    -
     Cash infusion Simtek to QDI.........................................             (2,498)               (4,186)
     Payments on line of credit..........................................            (84,050)              (68,769)
     Distributions to stockholders.......................................                  -               (27,400)
     Stock issued for directors compensation.............................                  -                 2,589
                                                                                 -----------           -----------
     Net cash provided by (used in) financing activities.................           (104,723)               65,476
                                                                                 -----------           -----------

NET INCREASE (DECREASE) IN CASH AND CASH
      EQUIVALENTS........................................................         (1,516,918)              993,627
                                                                                 -----------           -----------
CASH AND CASH EQUIVALENTS, beginning of period...........................          2,853,769             2,243,925
                                                                                 -----------           -----------
CASH AND CASH EQUIVALENTS, end of period.................................        $ 1,336,851           $ 3,237,552
                                                                                 ===========           ===========

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


                                                    -5-

<PAGE>


                                             SIMTEK CORPORATION

                                           STATEMENTS OF CASH FLOWS
                                                  (Cont.)



SUPPLEMENTAL CASH FLOW INFORMATION:
     Conversion of debenture into shares of common stock, net
        of deferred financing costs related to the debenture.............        $         -           $ 1,441,249
     Equity investment in WebGear, Inc...................................        $         -           $ 1,640,625
     Conversion of payable to ZMD into shares of common stock............        $         -           $   130,153


                 The accompanying notes are an integral part of these financial statements.
</TABLE>


                                                  -6-

<PAGE>



                               SIMTEK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


1. SIGNIFICANT ACCOUNTING POLICIES:

     The financial  statements  included herein are presented in accordance with
the  requirements  of Form  10-QSB and  consequently  do not  include all of the
disclosures  normally made in the registrant's annual Form 10-KSB filing.  These
financial statements should be read in conjunction with the financial statements
and notes thereto included in Simtek Corporation's Annual Report and Form 10-KSB
filed on March 23, 2001 for fiscal year 2000.

     In the opinion of management,  the unaudited  financial  statements reflect
all  adjustments  of a normal  recurring  nature  necessary  to  present  a fair
statement of the results of operations for the respective  interim periods.  The
year-end balance sheet data was derived from audited financial  statements,  but
does not  include all  disclosures  required by  generally  accepted  accounting
principles.  Results of operations for the interim  periods are not  necessarily
indicative of the results of operations for the full fiscal year.

     Recently  Issued  Accounting  Pronouncements  - On June 30, 2001,  the FASB
approved the issuance of SFAS No. 141,  Business  Combinations and SFAS No. 142,
Goodwill  and  other  Intangible  Assets.  SFAS 141  states  that  all  business
combinations  should be accounted for using the purchase  method of  accounting;
use of  pooling-of-interest  method is prohibited.  Accounting for the excess of
the fair value of net assets of cost (negative  goodwill),  will be allocated to
certain assets first with any remaining  excess  recognized as an  extraordinary
gain. SFAS No. 141 is effective for business combination completed afer June 30,
2001.  Adoption of SFAS No. 141 is not expected to have a material impact on the
accounting  for  business  acquisitions  prior to July 1,  2001.  SFAS  No.  142
addresses  the  accounting  for  all  purchased  intangible  assets  but not the
accounting for internally developed  intangible assets.  Goodwill will no longer
be amortized and will be reviewed for  impairment  in  accordance  with SFAS No.
142.  Goodwill  will be tested  annually and on an interim  basis if an event or
circumstance occurs between the annual tests that might reduce the fair value of
the  reporting  unit below its carrying  value.  SFAS No. 142 is  effective  for
fiscal years beginning  after December 31, 2001,  with early adoption  permitted
under  certain  circumstances.  Goodwill  and  intangible  assets  acquired in a
transaction  completed  after June 30, 2001 but before SFAS No. 142 is initially
applied  will be  accounted  for in  accordance  with  SFAS No.  142.  Therefore
amortization  of  goodwill  acquired  prior to July 1, 2001 will  cease when the
company elects to adopt SFAS No. 142.

     In June  2001,  the  FASB  also  approved  for  issuance  SFAS  143  "Asset
Retirement  Obligations."  SFAS  143  establishes  accounting  requirements  for
retirement obligations associated with tangible long-lived assets, including (1)
the  timing  of  the  liability  recognition,  (2)  initial  measurement  of the
liability,  (3) allocation of asset  retirement cost to expense,  (4) subsequent
measurement of the liability and (5) financial statement  disclosures.  SFAS 143
requires that an asset retirement cost should be capitalized as part of the cost
of the related  long-lived asset and  subsequently  allocated to expense using a
systematic and rational method.  The Company will adopt the statement  effective
no later than January 1, 2003, as required.  The transition adjustment resulting
from the  adoption  of SFAS 143 will be  reported  as a  cumulative  effect of a
change in  accounting  principle.  The Company  does not believe the adoption of
this standard will have a material effect on the Company's financial statements.

     In  October  2001,  the FASB also  approved  SFAS 144,  Accounting  for the
Impairment  or  Disposal  of  Long-Lived  Assets.  SFAS 144  replaces  SFAS 121,
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
Be Disposed Of. The new accounting model for long-lived assets to be disposed of
by sale applies to all long-lived assets, including discontinued operations, and
replaces  the   provisions  of  APB  Opinion  No.  30,   Reporting   Results  of
Operations-Reporting the Effects of Disposal of a Segment of a Business, for the

                                       -7-

<PAGE>


                               SIMTEK CORPORATION


disposal of segments of a business. Statement 144 requires that those long-lived
assets be measured  at the lower of  carrying  amount or fair value less cost to
sell, whether reported in continuing  operations or in discontinued  operations.
Therefore,  discontinued operations will no longer be measured at net realizable
value or  include  amounts  for  operating  losses  that have not yet  occurred.
Statement 144 also broadens the reporting of discontinued  operations to include
all components of an entity with operations that can be  distinguished  from the
rest of the entity and that will be  eliminated  from the ongoing  operations of
the  entity in a disposal  transaction.  The  provisions  of  Statement  144 are
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2001 and, generally, are to be applied prospectively. At this time,
the Company  does not believe  adoption  of this  standard  will have a material
effect on the Company's financial statements.

2.   LINE OF CREDIT:

     In April 2001, Simtek  Corporation  ("Simtek" or the "Company") renewed its
revolving line of credit for another year in the amount of $250,000.

3.   GEOGRAPHIC CONCENTRATION:

     Sales by location for the three months  ended  September  30, 2001 and 2000
were as follows (as a percentage of sales):

                                         2001            2000

         United States                    62%             41%
         Europe                            8%             15%
         Far East                         17%             36%
         All others                       13%              8%
                                          ---             ---
                                         100%            100%

4.   POOLING OF INTEREST:

     On March 13, 2001,  Simtek acquired 100% of the common stock of Q-DOT Group
("Q-DOT').  Q-DOT specializes in advanced technology,  research, and development
for data  acquisition,  signal  processing,  imaging  and  data  communications.
Shareholders  of Q-DOT exchanged their shares in Q-DOT for shares in Simtek in a
business combination that has been accounted for as a pooling of interests.  The
consolidated  financial  statements and the accompanying  notes reflect Simtek's
financial  position and the results of operations as if Q-DOT was a wholly-owned
subsidiary of Simtek since inception.

     For the three months ended September 30, 2001 and 2000 Q-DOT had revenue of
$322,910  and  $377,694,  respectively  and net losses of $52,659  and  $93,345,
respectively.  For the nine months ended  September  30, 2001 and 2000 Q-DOT had
revenue of $1,116,383 and  $1,876,396,  respectively  and net losses of $243,615
and $55,091,  respectively.  The  acquisition  did not have a material impact on
earnings (loss) per share for the three months ended September 30, 2001 and 2000
and the nine months ended September 30, 2000. However, it did have a $.01 effect
on the earnings (loss) per share for the nine months ended September 30, 2001.

5.   BUSINESS SEGMENTS:

     The Company has two reportable  segments.  One segment designs and produces
semiconductor devices for sale into the semiconductor market. The second segment
specializes  in  advanced   technology   research  and   development   for  data
acquisition,   signal  processing,  imaging  and  data  communications  that  is
supported by government  and  commercial  contracts.  Although both segments are
managed  as part of an  integrated  enterprise,  they are  reported  herein in a
manner consistent with the internal reports prepared for management.

                                       -8-

<PAGE>


                               SIMTEK CORPORATION



     Transactions   between   reportable   segments   are   recorded   at  cost.
Substantially   all  operating   expenses  are   identified  per  each  segment.
Substantially  all of the  Company's  assets are located in the United States of
America.
<TABLE>
<CAPTION>

     Description                                       Three Months Ended,                 Nine Months Ended
                                                          September 30,                      September 30,
                                                       2001           2000               2001              2000
                                                       ----           ----               ----              ----
     <S>                                           <C>             <C>                <C>               <C>>
     Net Sales:
                     Semiconductor Devices         $ 3,782,703     $ 2,996,470        $12,053,711       $ 9,220,772
                     Government Contracts              322,910         377,694          1,116,383         1,876,396
                                                   -----------     -----------        -----------       -----------
                     Total                         $ 4,105,613     $ 3,374,164        $13,170,094       $11,097,168

     Net Loss:
                     Semiconductor Devices         $  (266,471)     (4,235,689)       $  (737,204)      $(3,517,799)
                     Government Contracts              (52,659)        (93,345)          (243,615)          (55,091)
                                                   -----------     -----------        -----------       -----------
                     Total                         $  (419,130)    $(4,329,034)       $  (980,819)      $(3,572,890)


                                                         September 30, 2001     September 30, 2000
                                                         ------------------     ------------------

     Total Assets:
           Semiconductor Devices                             $ 6,112,370            $ 7,582,345
           Government Contracts                                  505,233                670,941
                                                             -----------            -----------
           Total                                             $ 6,617,603            $ 8,253,286

</TABLE>

                                      -9-

<PAGE>


                               SIMTEK CORPORATION



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

RESULTS OF OPERATIONS:

     Simtek  Corporation  ("Simtek"  or the  "Company")  recorded  net  sales of
$4,105,613  for the third  quarter of 2001 and  $13,170,094  for the nine months
ended September 30, 2001 up from $3,374,164  recorded for the third quarter 2000
and $11,097,168  recorded for the nine months ended September 30, 2000.  Product
sales from the  Company's  4 kilobit,  16  kilobit,  64 kilobit  and 256 kilobit
nonvolatile semiconductor memory products were $3,614,227 and $2,655,987 for the
three months ended September 30, 2001 and 2000, respectively and $11,384,857 and
$8,139,408 for the nine months ended September 30, 2001 and 2000,  respectively.
The  increase in sales was due  primarily  to an  increase  in large  customers,
worldwide,  placing  production  orders of our products.  Sales of the Company's
high end industrial and military products increased by approximately  $61,000 in
the three months ended  September  30,2001 as compared to the three months ended
September 30, 2000.  This increase was due to an increase in defense  contracts.
One distributor of the Company's  nonvolatile  semiconductor memory products and
two direct  customers  accounted  for  approximately  56% of the  Company's  net
product sales for the three months ended  September  30, 2001.  Products sold to
distributors  are re-sold to various end customers.  The revenue  generated from
the sale of the Company's logic products was $168,476 and $340,483 for the three
months  ended  September  30,  2001 and  2000,  respectively  and  $668,854  and
$1,081,364 for the nine months ended September 30, 2001 and 2000,  respectively.
This decrease was due to the completion of production  contracts in 2000 and the
internal  activities  focusing on  integration  of the logic  business  into the
Company's  operations.  The revenue  generated  from  research  and  development
contracts  acquired in the Q-DOT  merger was $322,910 and $377,694 for the three
months ended  September  30, 2001 and 2000,  respectively,  and  $1,116,383  and
$1,876,396 for the nine months ended September 2001 and 2000, respectively. This
decrease was primarily due to reduced billing rates against government contracts
due to employee attrition.

     The  Company  saw a  decrease  of  approximately  9% in  our  gross  margin
percentages  for the three and nine months ended  September 30, 2001 as compared
to September 30, 2000. The decrease for the three month period was due primarily
to a one time  adjustment of inventory  values and costs  associated with future
production orders of our logic products.  The decrease for the nine month period
was due to an increase in the cost of the silicon wafers required to produce our
products.  In March 2001, the Company was able to negotiate  better pricing from
its supplier who produces its silicon wafers and from its test subcontractor. In
late  September  2001,  the Company saw a decrease in costs of our  products and
management  believes that these cost reduction  measures  should have a positive
impact on the gross margins beginning in the fourth quarter of 2001.

     During the third quarter 2001,  the Company  purchased  wafers built on 0.8
micron technology from Chartered  Semiconductor  Manufacturing Plc. of Singapore
("Chartered") to support sales of its nonvolatile semiconductor memory products.
Sales of the  Company's  logic  products were  supported  with 0.5 micron wafers
purchased from United  Microelectronics  Corp. ("UMC") of Taiwan and 0.35 micron
wafers purchased from Chartered.

     Total other operating  expenses saw a decrease of approximately  $4,038,000
in the three  months  ended  September  30, 2001 as compared to the three months
ended   September  30,  2000.   Research  and  Development  saw  a  decrease  of
approximately $4,293,000 primarily due to an approximate cost of $4,385,000 that
occurred in September 2000 which was related to the issuance of stock to WebGear
for the purchase of their Bluetooth technology.  The balance of the decrease was
due to a  decreased  cost of  engineering  silicon  wafers of $28,000  which was
offset by an increase of approximately  $120,000 in payroll and payroll overhead
costs.  Administration saw an approximate $13,000 increase,  primarily due to an
increase  of  approximately  $35,000  in legal and  audit  fees  related  to the
acquisition of Q-DOT and  securities  work and a decrease in payroll and payroll


                                      -10-

<PAGE>


                               SIMTEK CORPORATION


overhead costs of $22,000.  Sales and Marketing saw an increase of approximately
$71,000,  primarily due to an increase in payroll and payroll  overhead costs of
$55,000,  an  increase of  approximately  $30,000 for  contract  services  and a
decrease  in travel  expenses  of  $14,000.  The  $172,000  increase  in prepaid
investor relations was related to the amortization of the shares of stock issued
in September 2000, to two investment banker firms in return for services.

     Total other operating  expenses saw a decrease of approximately  $2,875,000
in the nine months ended September 30, 2001 as compared to the nine months ended
September 30, 2000.  Research and  Development  saw an  approximate  decrease of
$4,044,000  primarily due to an approximate  cost of $4,385,000 that occurred in
September  2000 which was  related to the  issuance  of stock to WebGear for the
purchase of their Bluetooth Technology.  The balance of the decrease was related
to an increase of approximately $372,000 for payroll and payroll overhead costs,
an increase of $47,000 for supplies and a decrease in lease commitment  payments
of  approximately  $78,000.  Administration  saw an  increase  of  approximately
$257,000,  primarily due to an approximate  $274,000 increase in legal and audit
fees related to the  acquisition of Q-DOT and securities  work and a decrease in
contract  services  of  approximately   $17,000.  Sales  and  Marketing  saw  an
approximate  $225,000  increase  due  primarily  in an  approximate  increase in
payroll and payroll  overhead  costs of  $110,000,  an  approximate  increase of
$115,000 related to sales commissions to independent sales  representatives as a
direct result of revenue.  The $687,000  increase in prepaid investor  relations
was related to the amortization of the shares of stock issued in September 2000,
to two investment banker firms in return for services.

     The Company  recorded a net loss of $419,130 and  $4,329,034  for the three
months  ended  September  30,  2001 and  2000,  respectively,  and a net loss of
$980,819 and $3,572,890  for the nine months ended  September 30, 2001 and 2000,
respectively.  The  decrease  in net losses was due  primarily  to a decrease in
operating expenses.

FUTURE RESULTS OF OPERATIONS

     The Company's  ability to remain  profitable  will depend  primarily on its
ability to continue  reducing  manufacturing  costs and to increase  net product
sales by increasing the availability of existing  products,  by the introduction
of new products and by expanding its customer base.

     In  October  2001,  the  Company  entered  into  an  agreement  with  Amkor
Technology Inc. ("Amkor") to cooperate to develop a semiconductor process module
that combines Simtek's nonvolatile  technology with Amkor's advanced 0.25 micron
Digital CMOS fabrication line. The module will incorporate Silicon Oxide Nitride
Oxide Silicon ("SONOS") technology,  which will be used to manufacture both High
Density SONOS Flash and nonvolatile SRAM, for stand alone and embedded products.
The  co-development  program  is  scheduled  to  yield  qualified  shipments  in
approximately  12 months,  with a 1 megabit 3.0 volt non volatile  semiconductor
memory as the primary development vehicle.

     As of September 30, 2001, the Company had received  purchase  orders during
the  third  quarter  expected  to be  filled  within  the  next  six  months  of
approximately  $2,400,000.  Orders are  cancelable  prior to 30 days  before the
scheduled  shipping  date and,  therefore,  should  not be used as a measure  of
future product sales.

LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 2001, the Company had net working capital of $3,767,923
as compared to a net working capital of $5,160,309 as of September 30, 2000. The
Company may require  additional  capital to fund production and marketing of any
new products it may develop.  The Company does not have any commitments for such
additional capital as of the date of this report.


                                      -11-

<PAGE>


                               SIMTEK CORPORATION


     The change in cash flows for the nine months ended  September 30, 2001 used
in operating  activities  was primarily a result of a net loss of $980,819 which
is offset by  $340,854 in  depreciation  and  amortization,  $730,433 in prepaid
investor  relations,  decreases in prepaid  expenses and other, and increases in
customer  deposits and receipts  from  deferred  revenue of $62,944,  $2,000 and
$15,000,  respectively.  These  decreases were offset by an increase in accounts
receivable,  inventory,  and a decrease in accounts payable and accrued expenses
of $627,214,  $444,939,  $138,727, and $14,244,  respectively.  The increases in
accounts receivable and inventory were related to increased product availability
and demand. The change in cash flows used in investing  activities was primarily
due to the purchase of $325,863 of  equipment  required to test our products and
payments on a capital lease obligation of $35,100. The change in cash flows used
in financing  activities  of $89,723 was due  primarily to payments on a line of
credit and notes  payable and the buyback of Simtek  common  stock and  receipts
from deferred revenue.

     The change in cash  flows for the nine  months  ended  September  30,  2000
provided by operating  activities was primarily due to a net loss of $3,572,890,
depreciation of $319,828,  prepaid  investor  relations of $42,967,  contributed
services of $43,503,  and the purchase of incomplete research and development of
$4,384,545.  Net change of reserve accounts,  accounts  receivable,  prepaid and
other,  accrued  expenses  and taxes  payable  all saw  increases  of  $312,286,
$199,348,  $127,883,  $146,569 and $29,800,  respectively.  Inventory,  accounts
payable and  customer  deposits  all saw  decreases  of  $279,897,  $527,061 and
$33,083,  respectively. The decreases in inventory and accounts payable were due
to decreased product availability.  Cash flows used in investing activities were
due  primarily  to the  purchase of $246,926 of  equipment  required to test our
products and  payments on a capital  lease  obligation  of $29,467 both of which
were offset by a decrease of $100,000 in restricted cash. Cash flows provided by
financing  activities of $65,476 were due primarily to payments on notes payable
and on a line of credit and  distributions to stockholders of $129,889,  $68,769
and $27,400, respectively, which were offset by the purchase of stock options by
the Company's employees of $293,131.




                                      -12-

<PAGE>


                               SIMTEK CORPORATION



                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities - None

Item 3.  Defaults upon Senior Securities - None

Item 4.  Matters Submitted to a Vote of Securities Holders - None

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             None

         (b) Reports on Form 8-K

         Form 8-K filed August 20, 2001 - "Simtek  Announces  Financial  Results
for Second Quarter of 2001"


                                      -13-

<PAGE>


                               SIMTEK CORPORATION


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                      SIMTEK CORPORATION
                                      (Registrant)



November 13, 2001                     By  /s/ Douglas Mitchell
                                         ---------------------------------------
                                          DOUGLAS MITCHELL
                                          Chief Executive Officer, President
                                            and Chief Financial Officer (acting)
























                                      -14-