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, 2002

[ ]     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 May 9, 2002
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                            54,160,273


<PAGE>


                               SIMTEK CORPORATION



                                      INDEX

                        For Quarter Ended March 31, 2002

PART 1. FINANCIAL INFORMATION

    ITEM 1                                                                  Page
                                                                            ----
             Consolidated Balance Sheets as of March 31, 2002 and
             December 31, 2001                                                3

             Consolidated Statements of Operations for the three
             months ended March 31, 2002 and 2001                             4

             Consolidated Statements of Cash Flows for the three
             months ended March 31, 2002 and 2001                             5

             Notes to Consolidated Financial Statements                     6-7

    ITEM 2

             Management's Discussion and Analysis of Results of
             Operations and Financial Condition                             8-11

PART II. OTHER INFORMATION

    ITEM 1   Legal Proceedings                                                12

    ITEM 2   Changes in Securities                                            12

    ITEM 3   Defaults upon Senior Securities                                  12

    ITEM 4   Matters Submitted to a Vote of Securities Holders                12

    ITEM 5   Other Information                                                12

    ITEM 6   Exhibits and Reports on Form 8-K                                 12

SIGNATURES                                                                    13





                                       2
<PAGE>
<TABLE>
<CAPTION>


                                                       SIMTEK CORPORATION

                                                   CONSOLIDATED BALANCE SHEETS

              ASSETS
                                                                                  March 31, 2002        December 31, 2001
                                                                                  --------------        ------------------
<S>                                                                               <C>                      <C>
CURRENT ASSETS:
   Cash and cash equivalents...............................................       $   1,380,284            $  2,075,704
   Certificate of deposit, restricted......................................             300,000                 300,000
   Accounts receivable - trade, net........................................           2,100,936               1,687,329
   Inventory, net .........................................................           1,920,276               1,827,082
   Prepaid expenses and other..............................................             125,485                 104,071
                                                                                   ------------------------------------
       Total current assets................................................           5,826,981               5,994,186

EQUIPMENT AND FURNITURE, net...............................................             899,759                 902,213
OTHER ASSETS...............................................................             113,489                 119,714
                                                                                   ------------------------------------

TOTAL ASSETS...............................................................        $  6,840,229            $  7,016,113
                                                                                   ====================================

       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable........................................................        $  1,514,406            $  1,416,794
   Accrued expenses........................................................             301,216                 344,817
   Accrued wages...........................................................             144,117                 155,243
   Accrued vacation payable................................................             170,830                 138,022
   Line of credit payable..................................................             100,168                 100,163
   Deferred Revenue........................................................              28,000                  15,000
   Obligations under capital lease.........................................              81,062                  78,805
                                                                                   ------------------------------------
       Total current liabilities...........................................           2,339,799               2,248,844

NOTES PAYABLE..............................................................              18,564                  24,813
OBLIGATIONS UNDER CAPITAL LEASES...........................................             145,165                 166,752
                                                                                   ------------------------------------
       Total liabilities...................................................           2,503,528               2,440,409



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,
       54,151,273 and 54,026,273 shares issued and outstanding at
       March 31, 2002 and December 31, 2001, respectively..................             541,512                 540,262
   Additional paid-in capital..............................................          37,562,965              37,547,590
   Treasury Stock..........................................................             (12,504)                (12,504)
   Accumulated deficit.....................................................         (33,755,272)            (33,499,644)
                                                                                   ------------------------------------
   Shareholder's equity....................................................           4,336,701               4,575,704
                                                                                   ------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................        $  6,840,229            $  7,016,113
                                                                                   ====================================

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

</TABLE>

                                                              3


<PAGE>
<TABLE>
<CAPTION>


                                                       SIMTEK CORPORATION

                                             CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                     For the quarters ended March 31,
                                                                                   ------------------------------------
                                                                                         2002                  2001
                                                                                         ----                  ----
<S>                                                                                 <C>                   <C>
NET SALES..................................................................         $  3,973,300          $  4,331,721

     Cost of  sales........................................................            2,554,718             3,129,031
                                                                                    ----------------------------------

GROSS MARGIN...............................................................            1,418,582             1,202,690

OPERATING EXPENSES:
     Design, research and development......................................              993,374               627,598
     Administrative........................................................              208,220               448,291
     Marketing.............................................................              470,934               416,852
     Investor relations....................................................                    -               257,800
                                                                                    ----------------------------------

         Total Operating expenses..........................................            1,672,528             1,750,541
                                                                                    ----------------------------------

LOSS FROM OPERATIONS.......................................................             (253,946)             (547,851)
                                                                                    ----------------------------------

OTHER INCOME (EXPENSE):
     Interest income (expense), net........................................               (1,222)               30,359
     Other expense, net....................................................                 (460)                2,929
                                                                                    ----------------------------------

         Total other income (expense)......................................               (1,682)               33,288
                                                                                    ----------------------------------

NET LOSS BEFORE TAXES......................................................             (255,628)             (514,563)

     Provision for income taxes............................................                    -                     -
                                                                                    ----------------------------------

NET LOSS...................................................................         $   (255,628)        $    (514,563)
                                                                                    ==================================

NET LOSS PER COMMON SHARE:
     Basic and diluted EPS.................................................         $       (.00)        $        (.01)
                                                                                    ==================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
     Basic and diluted.....................................................           54,069,329            53,651,912
                                                                                    ==================================










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

</TABLE>

                                                              4


<PAGE>
<TABLE>
<CAPTION>


                                                       SIMTEK CORPORATION

                                              CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                    Three Months Ended March 31,
                                                                                -----------------------------------
                                                                                    2002                    2001
                                                                                    ----                    ----
<S>                                                                             <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss  .......................................................          $ (255,628)             $ (514,563)
     Adjustments to reconcile net loss to net cash from
        operating activities:
           Depreciation and amortization..............................             109,777                 111,272
           Common stock issued for investor relations expense.........                   -                 257,800
           Net change in allowance accounts...........................             (32,588)                (10,862)
           Changes in assets and liabilities:
             (Increase) decrease in:
               Accounts receivable....................................            (393,766)               (347,825)
               Inventory..............................................             (84,448)               (750,648)
               Prepaid expenses and other ............................             (21,439)                 47,808
             Increase (decrease) in:
               Accounts payable.......................................              97,612               1,356,691
               Accrued expenses.......................................             (17,918)                (86,970)
               Deferred Revenue.......................................              13,000                       -
                                                                                ----------------------------------

        Net cash provided by (used in) operating activities...........            (585,398)                 62,703
                                                                                ----------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment and furniture..............................            (101,073)               (177,334)
                                                                                ----------------------------------

        Net cash used in investing activities.........................            (101,073)               (177,334)
                                                                                ----------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on notes payable & lines of credit......................              (6,243)                (90,299)
     Payments on capital lease obligation.............................             (19,330)                (11,435)
     Cash to Q-DOT Acoustics..........................................                   -                 (16,065)
     Exercise of stock options........................................              16,624                   6,790
     Purchase of Simtek Common Stock..................................                   -                 (12,504)
                                                                                ----------------------------------

        Net cash used in financing activities.........................              (8,949)               (123,513)
                                                                                ----------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH
        EQUIVALENTS...................................................            (695,420)               (238,144)
                                                                                ----------------------------------

CASH AND CASH EQUIVALENTS, beginning of period........................           2,075,704               2,853,769
                                                                                ----------------------------------

CASH AND CASH EQUIVALENTS, end of period..............................          $1,380,284              $2,615,625
                                                                                ==================================



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

</TABLE>

                                                              5


<PAGE>


                               SIMTEK CORPORATION
                   NOTES TO CONSOLIDATED 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 22, 2002 for fiscal year 2001.

     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.

2.   LINE OF CREDIT:

     In April 2002, Simtek  Corporation  ("Simtek" or the "Company") renewed its
revolving line of credit in the amount of $250,000.

3.   GEOGRAPHIC CONCENTRATION:

     Sales of our semiconductor  products by location for the three months ended
March 31,  2002 and 2001  were as  follows  (as a  percentage  of  semiconductor
product sales only):

                                                 2002             2001

         United States                            51%              31%
         Europe                                    9%              22%
         Far East                                 27%              46%
         All others                               13%               1%
                                                 ----             ----
                                                 100%             100%

4.   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.

     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.


                                        6

<PAGE>


                               SIMTEK CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         Description                                 Three Months Ended
                                                          March 31,
                                                   2002               2001
                                                   ----               ----

         Net Sales:
           Semiconductor Devices               $ 3,492,541        $ 3,975,104
           Government Contracts                    480,759            356,617
                                               -------------- ---------------
           Total                               $ 3,973,300        $ 4,331,721

         Net Loss:
           Semiconductor Devices               $  (283,154)       $  (320,798)
           Government Contracts                     27,526           (193,765)
                                               ------------------------------
           Total                               $  (255,628)       $  (514,563)


                                              March 31, 2002     March 31, 2001
                                              --------------     --------------
         Total Assets:
           Semiconductor Devices               $ 6,405,435        $ 8,079,142
           Government Contracts                    434,794            557,126
                                               ------------------------------
           Total                               $ 6,840,229          8,636,268







                                        7

<PAGE>


                               SIMTEK CORPORATION


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

RESULTS OF OPERATIONS:

     SEMICONDUCTOR DEVICES. Simtek Corporation recorded net product sales of its
semiconductor  devices of approximately  $3,493,000 and $3,975,000 for the three
months ended March 31, 2002 and 2001, respectively.  Sales of its 16 kilobit and
64  kilobit  nonvolatile   semiconductor  memory  products  saw  a  decrease  of
$1,580,000  while sales of its 256  kilobit,  high end  industrial  and military
nonvolatile  semiconductor memory products and logic products saw an approximate
increase of $1,097,000.  The decrease of the Company's 16 kilobit and 64 kilobit
nonvolatile  semiconductor  memory  products  was due to a  decrease  in product
demand for this density of product,  the increase of $874,000 for the  Company's
256 kilobit  nonvolatile  semiconductor  memory  products  was due to  increased
product demand due primarily to large customers,  worldwide,  placing production
orders of our  products.  The  increase of $144,000 for the  Company's  high end
industrial and military nonvolatile  semiconductor memory products was due to an
increase in defense  contracts.  The increase of $79,000 for the Company's logic
products  was due  primarily  to increased  demand for  pre-existing  production
programs.  Two distributors and one direct customer  accounted for approximately
51% of the Company's  semiconductor  devices  products sales for the first three
months  ended  March 31,  2002.  Products  sold to  distributors  are re-sold to
various end customers.

     The Company saw an approximate 6% increase in its gross margin  percentages
for the first quarter 2002 as compared to the first quarter 2001.  This increase
was due to better  pricing the Company  received in March 2001 from its supplier
who produces its silicon wafers and from its test subcontractor.

     During the first quarter 2002,  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 related to the semiconductor  portion of the
Company's business saw an increase of approximately  $21,000 in the three months
ended  March 31,  2002 as compared  to the three  months  ended March 31,  2001.
Research and development saw the largest  increase of $351,000 which was related
to an increase in payroll and related payroll costs of $171,000,  an increase in
subcontract  engineering  of  $101,000,  an increase in new product  development
costs of $44,000  and an  increase of $35,000 in  depreciation  and  maintenance
contracts  related to software required to develop the Company's  products.  The
increase in payroll,  related payroll costs and subcontract  engineering was due
to the costs in the  first  quarter  of 2002 for  additional  employees  who are
working on the  design and  development  of a 1  megabit,  3.0 volt  nonvolatile
semiconductor  memory to be built by Amkor  Technology  ("Amkor")  on their 0.25
micron digital  complementary  metal-oxide  semiconductor or "CMOS"  fabrication
line.  Sales and  marketing  saw an  increase  of $28,000  which was  related to
increased payroll and payroll related costs due to an additional employee in the
first quarter of 2002 as compared to first quarter of 2001. Administration saw a
decrease  of  $100,000,  this  decrease  was related to a decrease in legal fees
incurred in the first  quarter of 2001 that were related to the  acquisition  of
Q-DOT  that did not  occur in the  first  quarter  of 2002.  Investor  relations
expense saw a decrease  of $258,000 in the first  quarter of 2002 as compared to
the first  quarter of 2001.  This  decrease was due to the  amortization  of the
expense  related to the issuance of 1,000,000  shares of stock to two investment
banker firms which was completed in September 2001.

     The  Company  recorded  a net loss from the  semiconductor  portion  of its
business  of  $283,000  and  $321,000  for the first  quarter  of 2002 and 2001,
respectively. The decrease in net loss was due primarily to an increase in gross
margins.


                                        8

<PAGE>

                               SIMTEK CORPORATION


     GOVERNMENT  CONTRACTS.  The Company  recorded  revenues from its government
contracts  portion of its business of $481,000 and $357,000 for the three months
ended March 31, 2002 and 2001, respectively. The Company also saw an increase of
approximately 16% in its gross margin percentages.  The increase in revenues and
gross  margin  percentages  was  primarily  due to  increased  billings  against
government contracts which was a result of additional employees working directly
on the contracts..  Revenue against government contracts is realized as labor is
applied to the contract.

     Operating  expenses from the government  contracts portion of the Company's
business saw a decrease of $100,000.  Administration  saw a decrease of $140,000
which was primarily due to increased  labor costs  incurred in the first quarter
of  2001  which  were  related  to the  merger  with  Simtek.  The  decrease  in
administration  costs were offset by an increase  in  research  and  development
costs of $15,000 and an increase in Sales and Marketing  costs of $25,000.  Both
of these increases were due to resources  being  allocated to internal  research
and development and bid and proposal activity.

     The  Company  recorded a net income of $28,000 for the three  months  ended
March 31, 2002 and a net loss of $194,000  for the three  months ended March 31,
2001 for its government  contract portion of its business.  The increase was due
to increased gross margins and a decrease in operating spending.

FUTURE RESULTS OF OPERATIONS

     The Company's ability to be profitable will depend primarily on its ability
to continue  reducing  manufacturing  costs and  increasing 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 continuing its co-development  program with Amkor to develop
a  semiconductor   process  module  that  combines  the  Company'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  static RAM  memories,  for stand alone and embedded  products.  The
Company's  current schedule is to have qualified samples of a 1 megabit 3.0 volt
nonvolatile semiconductor memory available by the first quarter of 2003.

     As of March 31,  2002,  the  Company  had a backlog of  unshipped  customer
orders of approximately  $2,132,000 expected to be filled by September 30, 2002.
Orders are cancelable without penalty at the option of the purchaser prior to 30
days before  scheduled  shipment and therefore are not  necessarily a measure of
future product revenue.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 2002, the Company had net working  capital of $3,487,182 as
compared  to a net  working  capital of  $4,166,926  as of March 31,  2001.  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.

     The change in cash flows for the three  months ended March 31, 2002 used in
operating activities was primarily a result of a net loss of $255,628,  which is
offset by $109,777 in depreciation  and  amortization,  a decrease of $21,439 in
prepaid  expenses  and other,  a decrease in accrued  expenses of $17,918 and an
increase in deferred  revenue of $13,000.  Increases in inventory of $84,448 and
accounts payable of $97,612, were related to increased inventory levels, and the
$393,766  increase  in  accounts  receivable  and  $32,588  change in  allowance
accounts was due to increased sales in March 2002. The change in cash flows used
in  investing  activities  of $101,073  were  primarily  due to the  purchase of


                                        9

<PAGE>


                               SIMTEK CORPORATION


equipment required to manufacture our semiconductor devices at Chartered and UMC
and hardware and software required for research and development activities.  The
cash flows  provided by financing  activities  were due primarily to payments on
notes payable and a capital lease  obligation  and the exercise of stock options
by employees of the Company.

     The change in cash flows for the three months ended March 31, 2001 provided
by operating  activities  was $62,704,  which is primarily  due to a net loss of
$514,563, which is offset by depreciation and amortization of $111,272, $257,800
in  investor  relations  expense,  a decrease of prepaid  expenses  and other of
$47,808,  and a decrease in accrued  expenses of $86,970.  Increases in accounts
receivable, inventory and accounts payable of $347,824, $750,648 and $1,356,691,
respectively were related to increased product demand.  The change in cash flows
from  investing  activities  of $177,334 was  primarily  due to the purchases of
equipment and furniture related to the testing of our 64 kilobit and 256 kilobit
products  built on 0.8  micron  technology  and the  purchase  of  computer  and
software  required for research and  development.  The change in cash flows from
financing  activities of $123,513 was due primarily to the payments on a line of
credit,  notes payable,  the buyback of Simtek common stock and cash required to
fund a subsidiary of Q-DOT.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     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 we elect
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.  We 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.  We do not believe the adoption of this standard will have
a material effect on our 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
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

                                       10

<PAGE>

                               SIMTEK CORPORATION


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,
we do not believe  adoption of this standard will have a material  effect on our
financial statements.







                                       11

<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 - None








                                       12

<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 13, 2002                           By /s/ Douglas Mitchell
                                          --------------------------------------
                                          DOUGLAS MITCHELL
                                          Chief Executive Officer, President
                                            And Chief Financial Officer (acting)









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