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 March 31, 2000

[ ]     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.)

      1465 Kelly Johnson Blvd. Suite 301; Colorado Springs, Colorado 80920
--------------------------------------------------------------------------------
                    (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 May 5, 2000
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                               38,256,589



<PAGE>


                               SIMTEK CORPORATION



                                                              INDEX

                        For Quarter Ended March 31, 2000

PART 1. FINANCIAL INFORMATION

     ITEM 1                                                                Page
                                                                           -----

                Balance Sheets as of March 31, 2000 and
                December 31, 1999                                            3

                Statements of Operations for the three months ended
                March 31, 2000 and 1999                                      4

                Statements of Cash Flows for the three months ended
                March 31, 2000 and 1999                                      5

                Notes to Financial Statements                                6

     ITEM 2

                Management's Discussion and Analysis of Results of
                Operations and Financial Condition                         7-9

PART II. OTHER INFORMATION

     ITEM 1     Legal Proceedings                                           10

     ITEM 2     Changes in Securities                                       10

     ITEM 3     Defaults upon Senior Securities                             10

     ITEM 4     Matters Submitted to a Vote of Securities Holders           10

     ITEM 5     Other Information                                           10

     ITEM 6     Exhibits and Reports on Form 8-K                            10

SIGNATURES                                                                  11


                                       2
<PAGE>
<TABLE>
<CAPTION>
                                               SIMTEK CORPORATION

                                                 BALANCE SHEETS

              ASSETS
              ------                                                          March 31, 2000      December 31, 1999
                                                                             ----------------     -----------------
<S>                                                                           <C>                   <C>
CURRENT ASSETS:
   Cash and cash equivalents...............................................   $    2,213,386        $   2,173,592
   Certificate of deposit, restricted......................................          300,000              400,000
   Accounts receivable - trade, net........................................        1,561,823            1,050,219
   Inventory, net .........................................................        1,001,879              916,692
   Prepaid expenses and other..............................................           93,705               33,802
                                                                              --------------        -------------
       Total current assets................................................        5,170,793            4,574,305

EQUIPMENT AND FURNITURE, net...............................................          440,803              440,654

OTHER ASSETS...............................................................                -               49,425
                                                                              --------------        -------------

TOTAL ASSETS...............................................................   $    5,611,596        $   5,064,384
                                                                              ==============        =============

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

CURRENT LIABILITIES:
   Accounts payable........................................................   $      813,266        $     731,651
   Accrued expenses........................................................          182,739              155,479
   Accrued wages...........................................................          221,638              223,012
   Accrued vacation payable................................................           88,253               83,688
   Obligations under capital lease.........................................           44,216               51,115
   Payable to ZMD..........................................................          130,153              130,153
                                                                              --------------        -------------
       Total current liabilities...........................................        1,480,265            1,375,098

CONVERTIBLE DEBENTURES.....................................................                -            1,500,000

OBLIGATIONS UNDER CAPITAL LEASES...........................................          189,580              190,544
                                                                              --------------        -------------
       Total liabilities...................................................        1,669,845            3,065,642

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Preferred stock, $1.00 par value, 2,000,000 shares
       authorized and none issued and outstanding .........................               -                    -
   Common stock, $.01 par value, 80,000,000 shares authorized,
       37,918,520 and 28,955,226 shares issued and outstanding at
       March 31, 2000 and December 31, 1999, respectively..................         379,185              289,552
   Additional paid-in capital..............................................      31,346,651           29,793,041
   Accumulated deficit.....................................................     (27,784,085)         (28,083,851)
                                                                              -------------         ------------
   Shareholder's equity....................................................       3,941,751            1,998,742
                                                                              -------------         ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................   $   5,611,596         $  5,064,384
                                                                              =============         ============

                     The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                         3

<PAGE>
<TABLE>
<CAPTION>

                                               SIMTEK CORPORATION

                                            STATEMENTS OF OPERATIONS

                                                                                   For the quarters ended March 31,
                                                                                   --------------------------------
                                                                                       2000                1999
                                                                                       ----                ----
<S>                                                                                <C>                  <C>
NET SALES..................................................................        $2,513,393           $1,368,637

     Cost of  sales........................................................         1,493,186              819,396
                                                                                   ----------           ----------

GROSS MARGIN...............................................................         1,020,207              549,241

OPERATING EXPENSES:
     Design, research and development......................................           357,625              312,926
     Administrative........................................................           139,258              106,348
     Marketing.............................................................           222,948              187,743
                                                                                   ----------           ----------

         Total Operating expenses..........................................           719,831              607,017

INCOME (LOSS) FROM OPERATIONS..............................................           300,376              (57,776)
                                                                                   ----------           ----------

OTHER INCOME (EXPENSE):
     Interest income (expense), net........................................             2,811              (10,019)
     Other expense, net....................................................             2,181                 (592)
                                                                                   ----------           ----------

         Total other income (expense)......................................             4,992              (10,611)
                                                                                   ----------           ----------

NET INCOME (LOSS) BEFORE TAXES.............................................           305,368              (68,387)

     Provision for income taxes............................................             5,600                    -
                                                                                   ----------           ----------

NET INCOME (LOSS)..........................................................        $  299,768           $  (68,387)
                                                                                   ==========           ==========

NET INCOME PER COMMON SHARE:
     Basic.................................................................        $      .01           $        *
                                                                                   ==========           ==========
     Diluted...............................................................        $      .01           $        *
                                                                                   ==========           ==========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
     Basic.................................................................        32,050,904           28,828,448
                                                                                   ==========           ==========
      Diluted..............................................................        35,427,048           28,828,448
                                                                                   ==========           ==========

-----------------
Less Than $.01 per share







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

                                                    4

<PAGE>
<TABLE>
<CAPTION>
                               SIMTEK CORPORATION

                            STATEMENTS OF CASH FLOWS


                                                                             Three Months Ended March 31,
                                                                           --------------------------------
                                                                                2000               1999
                                                                                ----               ----
<S>                                                                        <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss) ...............................................     $   299,768        $   (68,387)
     Adjustments to reconcile net income (loss) to net cash from
        operating activities:
           Depreciation and amortization..............................          47,900             33,294
           Increase (decrease) in net change of reserve
                accounts..............................................          68,951            (28,245)
           Deferred financing fees....................................           1,865              2,798
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable....................................        (547,452)          (118,238)
               Inventory..............................................        (109,248)           (34,979)
               Prepaid expenses and other ............................         (71,094)             5,339
           Increase (decrease) in:
               Accounts payable.......................................          81,614             35,333
               Accrued expenses.......................................          21,408            (12,455)
                                                                           -----------        ------------

        Net cash used in operating activities.........................        (206,288)          (185,540)
                                                                           -----------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment and furniture..............................         (48,049)            (1,742)
     Interest received on certificate of deposit......................               -             (1,888)
     Payments on capital lease obligation.............................          (7,863)                 -
     Increase in restricted cash......................................               -           (250,000)
     Reduction of certificate of deposit..............................         100,000                  -
                                                                           -----------        -----------

     Net cash provided by (used in) investing activities..............          44,088           (253,630)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Exercise of stock options........................................         201,994              34,266
                                                                           -----------        ------------

        Net cash provided by financing activities.....................         201,994              34,266
                                                                           -----------        ------------

NET INCREASE (DECREASE) IN CASH AND CASH
        EQUIVALENTS...................................................          39,794           (404,904)
                                                                           -----------        ------------

CASH AND CASH EQUIVALENTS, beginning of period........................       2,173,592          2,149,820
                                                                           -----------        -----------

CASH AND CASH EQUIVALENTS, end of period..............................     $ 2,213,386        $ 1,744,916
                                                                           ===========        ===========

SUPPLEMENTAL NON-CASH INFORMATION:
     Conversion of debenture into shares of common stock, net
      of deferred financing costs related to the debenture............     $ 1,441,249                  -


               The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                 5

<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 7, 2000 for fiscal year 1999.

     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.

2.   LINE OF CREDIT:

     In March 2000, Simtek  Corporation  ("Simtek" or the "Company") renewed its
revolving  line of credit for another  year in the amount of  $250,000,  thereby
reducing it by $100,000  since  December 31, 1999.  At the time of renewal,  the
$100,000 certificate of deposit required for this line of credit was released.

3.   EQUITY:

     In February  and March 2000,  Renaissance  Capital  Group of Dallas,  Texas
("Renaissance")  converted the $1,500,000 debenture into 7,692,308 shares of the
Common Stock.  Renaissance  sold 5,692,308 of these shares under Rule 144 in the
first quarter of 2000.

     In March 2000,  the Company  filed a Form SB-2  registration  statement  to
register  3,547,385  shares  of Common  Stock  owned by  Zentrum  Mikoelectronik
Dresden Gmbh ("ZMD") and an additional 551,964 shares that ZMD is entitled to if
they  request  the  conversion  of the  $130,153  payable to them into shares of
Common Stock.  This  registration  statement  became effective on April 7, 2000.
Prior to the filing of the  registration  statement,  ZMD sold 4,000,000  shares
under Rule 144. On April 12,  2000,  ZMD  notified  the Company of its desire to
convert the $130,513 into 551,964 shares of the Company's Common Stock. Prior to
the sale of these shares,  ZMD owns  approximately  13% of the Company's  Common
Stock.

4.   GEOGRAPHIC CONCENTRATION:

     Sales by location  for the three  months ended March 31, 2000 and 1999 were
as follows (as a percentage of sales):

                                             2000              1999

     North America                           48%               61%
     Europe                                  16%               16%
     Far East and Japan                      36%               23%


                                        6

<PAGE>


                                                         SIMTEK CORPORATION



ITEM 2: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
--------------------------------------------------------------------------------

RESULTS OF OPERATIONS:

     Simtek  Corporation  recorded net product sales of $2,513,393 for the first
quarter of 2000 up from the $1,368,637  recorded for the first quarter 1999. The
product sales were from the Company's 4 kilobit,  16 kilobit, 64 kilobit and 256
kilobit  nvSRAM  product  families.  The increase in sales was due  primarily to
sales in Japan and certain other areas of the far east and sales in the European
market returning and surpassing  previous sales levels. The increase to previous
sales levels and the increase in sales to the North  American  market was due to
large customers  ordering  production  volumes.  Sales of the Company's high end
industrial and military products remained equal for the three months ended March
31,  2000 as  compared  with the  three  months  ended  March  31,  1999.  Three
distributors of the Company's  nvSRAM products  account for more than 47% of the
Company's net sales for the first quarter  2000.  Products sold to  distributors
are re-sold to various end customers.

     During the first quarter 2000,  the Company  purchased  wafers built on 0.8
micron technology from Chartered  Semiconductor  Manufacturing Plc. of Singapore
("Chartered") to support sales of its commercial and industrial products.  Sales
of  devices  built  with  wafers   purchased   from   Chartered   accounted  for
approximately all of the Company's revenue in the first three months ended March
31, 2000.

     The Company saw no change in gross margins percentages in the first quarter
2000 as compared to the first quarter 1999.

     Total other operating expenses saw an increase of approximately $113,000 in
the three  months  ended March 31, 2000 as  compared to the three  months  ended
March  31,  1999.   Research  and  Development  saw  the  largest   increase  of
approximately  $45,000,  which  was  due  primarily  to an  approximate  $34,000
increase in employer taxes due to taxation requirements on the exercise of stock
options,  an  approximate  $29,000 in repair and  maintenance  costs for certain
pieces  of  equipment  and  a  software  maintenance   contract.   Research  and
Development  did see an approximate  $18,000  decrease in costs  associated with
yield improvement development on its 256 kilobit and 64 kilobit products.  Sales
and  Marketing  saw an increase of  approximately  $35,000,  which was due to an
approximate  $12,000 increase in employer taxes due to taxation  requirements on
the  exercise of stock  options  and an  approximate  $23,000  increase in sales
commissions which are based on net revenues.  Administration  saw an approximate
$33,000 increase. Of this increase approximately $12,000 was related to employer
taxes  due  to  taxation   requirements   on  the  exercise  of  stock  options.
Approximately $13,000 was due to increased legal and audit costs associated with
the filing of Form SB-2 and the balance of $8,000 was due primarily to increased
travel and investor relation costs.

     The Company  recorded a net income of $299,768 in the first quarter of 2000
as  compared  to a net loss of  $68,387  for the  first  quarter  of 1999.  This
increase was due to increased product sales.

     The change in cash flows from  operating  activities was primarily a result
of an increase in accounts receivable and inventory,  which were both related to
the  increase in product  sales,  and an increase in prepaid  expenses and other
assets which was related to a receivable outstanding. The increases in operating
activities  were offset  primarily by net income,  an increase in  depreciation,
reserves,  and accounts payable and accrued  expenses.  The change in cash flows
from investing  activities was primarily from the release of the  certificate of
deposit that was required as collateral for the Company's line of credit and the
purchase of equipment  required to test the Company's 64 kilobit and 256 kilobit
nvSRAM's.  The  change in cash flows from  financing  activities  was due to the
exercise of stock options.



                                        7

<PAGE>


                               SIMTEK CORPORATION


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.  The Company is currently
deciding which new or derivative product it will develop next.

     As of March 31, 2000, the Company had received  purchase orders expected to
be filled  within the next six months of  approximately  $3,250,000.  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

     In February  and March 2000,  Renaissance  Capital  Group of Dallas,  Texas
converted the $1,500,000 debenture into 7,692,308 shares of the Company's Common
Stock.  Renaissance  sold  5,692,308 of these shares under Rule 144 in the first
quarter 2000.

     In March 2000,  the Company  filed a Form SB-2  registration  statement  to
register  3,547,385  shares  of Common  Stock  owned by  Zentrum  Mikoelectronik
Dresden Gmbh ("ZMD") and an additional 551,964 shares that ZMD is entitled to if
they  request  the  conversion  of the  $130,153  payable to them into shares of
Common Stock.  This  registration  statement  became effective on April 7, 2000.
Prior to the filing of the  registration  statement,  ZMD sold 4,000,000  shares
under Rule 144. On April 12,  2000,  ZMD  notified  the Company of its desire to
convert the $130,513 into 551,964 shares of the Company's Common Stock. Prior to
the sale of these shares,  ZMD owns  approximately  13% of the Company's  Common
Stock.

     In March 2000, the Company renewed its revolving line of credit for another
year in the amount of $250,000  thereby reducing the line of credit by $100,000.
At the time of renewal,  the $100,000  certificate of deposit  required for this
line  of  credit  was  released.   The  line  of  credit  is  collateralized  by
substantially  all assets of the Company.  The line of credit bears  interest at
prime plus .75% on any  outstanding  balance.  As of March 31, 2000, the Company
had no balance outstanding.

     In the first  quarter  2000,  employees  and one  director  of the  Company
exercised  1,270,986 stock options into shares of the Company's Common Stock for
net proceeds to the Company of $201,944.

     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.

YEAR 2000

     The  information   provided  below   constitutes  a  "Year  2000  Readiness
Disclosure" for purposes of the Year 2000  Information and Readiness  Disclosure
Act.

     The Year 2000 ("Y2K")  problem arises from the use of a two-digit  field to
identify  years in computer  programs,  e.g.,  85=1985,  and the assumption of a
single century,  the 1900s.  Any program so created may read or attempt to read,
"00" as the year 1900. There are two other related issues which could also, lead
to incorrect  calculations  or failure,  such as (i) some  systems'  programming
assigns special meaning to certain dates,  such as 9/9/99 and (ii) the year 2000
is a leap year.  Accordingly,  some  computer  hardware and  software  including
programs  embedded within machinery and parts needed to be modified prior to the
year 2000 in order to remain  functional.  To  address  the issue,  the  Company


                                        8

<PAGE>


                               SIMTEK CORPORATION


created an internal  task force to assess its state of  readiness  for  possible
"Year  2000"  issues  and  take  the  necessary  actions  to  ensure  Year  2000
compliance.  The task force  evaluated  internal  business  systems,  production
equipment,  software and other components  which affect the Company's  products,
and the  Company's  vulnerability  to  possible  "Year  2000"  exposures  due to
suppliers' and other third parties' lack of preparedness for the year 2000.

     We have experienced no major difficulties to date, however, we may not know
if there are other problems for several months into the year 2000.



                                        9

<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

               Exhibit 27 - Financial Data Schedule

         (b)   Reports on Form 8-K

               Form 8-K  filed  February  25,  2000;  press  release  announcing
               "Simtek Announces Financial Results for 1999"


                                       10

<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)



May 11, 2000                          By  /s/ Douglas Mitchell
                                         ---------------------
                                         DOUGLAS MITCHELL
                                         Chief Executive Officer, President
                                           and Chief Financial Officer (acting)























                                       11