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 June 30, 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 August 9, 2002
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                             54,162,273


<PAGE>


                               SIMTEK CORPORATION



                                      INDEX

                         For Quarter Ended June 30, 2002

PART 1. FINANCIAL INFORMATION

    ITEM 1                                                                  Page
                                                                            ----
             Balance Sheets as of June 30, 2002 and
             December 31, 2001                                                3

             Statements of Operations for the three months and six
             months ended June 30, 2002 and 2001                              4

             Statements of Cash Flows for the six months ended
             June 30, 2002 and 2001                                           5

             Notes to Financial Statements                                  6-7

    ITEM 2

             Management's Discussion and Analysis of Results of
             Operations and Financial Condition                             8-13

PART II. OTHER INFORMATION

    ITEM 1   Legal Proceedings                                               14

    ITEM 2   Changes in Securities                                           14

    ITEM 3   Defaults upon Senior Securities                                 14

    ITEM 4   Matters Submitted to a Vote of Securities Holders               14

    ITEM 5   Other Information                                               14

    ITEM 6   Exhibits and Reports on Form 8-K                                14

SIGNATURES                                                                   15





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

                                                BALANCE SHEETS

              ASSETS
              ------
                                                                                June 30, 2002     December 31, 2001
                                                                                -------------     -----------------
                                                                                 (unaudited)
<S>                                                                             <C>                  <C>
CURRENT ASSETS:
   Cash and cash equivalents...............................................     $  1,174,999         $  2,075,704
   Certificate of deposit, restricted......................................          300,000              300,000
   Accounts receivable - trade, net........................................        1,819,990            1,687,329
   Inventory, net .........................................................        2,338,743            1,827,082
   Prepaid expenses and other..............................................          122,083              104,071
                                                                                ---------------------------------
       Total current assets................................................        5,755,815            5,994,186

EQUIPMENT AND FURNITURE, net...............................................          923,835              902,213
DEFERRED FINANCING COSTS...................................................           29,700                    -
OTHER ASSETS...............................................................          105,721              119,714
                                                                                ---------------------------------

TOTAL ASSETS...............................................................     $  6,815,071         $  7,016,113
                                                                                =================================

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

CURRENT LIABILITIES:
   Accounts payable .......................................................     $  1,886,099         $  1,416,794
   Accrued expenses........................................................          317,150              344,817
   Accrued wages...........................................................          100,780              155,243
   Accrued vacation payable................................................          177,976              138,022
   Line of credit payable..................................................          100,076              100,163
   Deferred Revenue........................................................           17,500               15,000
   Obligation under capital leases.........................................          127,616               78,805
                                                                                ---------------------------------
       Total current liabilities...........................................        2,727,197            2,248,844

NOTES PAYABLE..............................................................           15,000               24,813
OBLIGATION UNDER CAPITAL LEASES............................................          145,050              166,752
                                                                                ---------------------------------
       Total liabilities...................................................        2,887,247            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,
       54,162,273 and 54,026,273 shares issued and outstanding
       at June 30, 2002 and December 31, 2001, respectively................          541,623              540,262
   Additional paid-in capital..............................................       37,565,715           37,547,590
       Treasury Stock......................................................          (12,504)             (12,504)
   Accumulated deficit.....................................................      (34,167,010)         (33,499,644)
                                                                                ---------------------------------
   Shareholder's equity....................................................        3,927,824            4,575,704
                                                                                ---------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................     $  6,815,071         $  7,016,113
                                                                                =================================



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

</TABLE>
                                                      3

<PAGE>
<TABLE>
<CAPTION>
                                                    SIMTEK CORPORATION

                                                  STATEMENTS OF OPERATIONS
                                                         (unaudited)


                                                               Three Months Ended June 30,             Six Months Ended June 30,
                                                             -------------------------------         ------------------------------
                                                                  2002               2001                 2002             2001
                                                                  ----               ----                 ----             ----
<S>                                                          <C>               <C>                   <C>              <C>
NET SALES..................................................  $  3,550,433      $  4,732,759          $  7,523,734     $  9,064,480

     Cost of  sales........................................     2,062,433         3,057,009             4,617,150        6,153,564
                                                             ---------------------------------------------------------------------

GROSS MARGIN...............................................     1,488,000         1,675,750             2,906,584        2,910,916

OPERATING EXPENSES:
     Design, research and development......................     1,276,744           746,078             2,270,118        1,406,151
     Administrative........................................       185,176           330,706               393,396          778,999
     Marketing.............................................       434,583           403,663               905,516          820,515
     Investor relations....................................             -           257,800                     -          515,600
                                                             ---------------------------------------------------------------------

         Total Operating Expenses..........................     1,896,503         1,738,247             3,569,030        3,521,265

NET LOSS FROM OPERATIONS...................................      (408,503)          (62,497)             (662,446)        (610,349)
                                                             ---------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income.......................................         7,344            20,010                14,607           54,907
     Interest expense......................................       (10,498)           (4,817)              (18,985)          (9,354)
     Other income (expense), net...........................           (81)              182                  (542)           3,111
                                                             ---------------------------------------------------------------------

         Total other income (expense)......................        (3,235)           15,375                (4,920)          48,664
                                                             ---------------------------------------------------------------------

NET LOSS BEFORE TAXES......................................      (411,738)          (47,122)             (667,366)        (561,685)

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

NET LOSS...................................................  $   (411,738)     $    (47,122)         $   (667,366)    $   (561,685)
                                                             =====================================================================

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

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING:
     Basic and diluted.....................................    54,159,383        53,668,168            54,114,604       53,668,168


* 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
                                                (unaudited)

                                                                                      Six Months Ended June 30,
                                                                                ------------------------------------
                                                                                      2002                 2001
                                                                                      ----                 ----
<S>                                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss............................................................       $   (667,366)         $   (561,685)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
           Depreciation and amortization.................................            225,317               222,480
           Common stock issued for investor relations expense                              -               515,560
           Net change in allowance accounts..............................            (22,915)              (99,797)
           Deferred financing fees.......................................            (29,700)                    -
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable.......................................           (133,789)             (548,102)
               Inventory.................................................           (501,504)           (1,209,591)
               Prepaid expenses and other ...............................            (16,519)               33,286
           Increase (decrease) in:
               Accounts payable..........................................            469,306               773,165
               Accrued expenses..........................................            (28,293)              (53,634)
               Deferred revenue..........................................              2,500                25,000
               Customer deposits.........................................                  -                 2,000
               Taxes payable.............................................                  -                     -
                                                                                ----------------------------------
        Net cash used in operating activities............................           (702,963)             (901,318)
                                                                                ----------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment and furniture ................................           (234,437)             (290,683)
     Decrease to investment from related party...........................                   -                5,730
                                                                                ----------------------------------
     Net cash used in investing activities...............................           (234,437)             (284,953)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Borrowings on notes payable and lines of credit.....................            150,000                     -
     Payments on notes payable and lines of credit.......................           (159,899)              (96,548)
     Payments on capital lease obligation................................            (61,348)              (23,132)
     Borrowings on capital lease obligation..............................             88,457                     -
     Cash to Q-DOT Acoustics.............................................                                   (3,714)
     Exercise of stock options...........................................             19,485                 6,790
     Purchase of Simtek Common Stock.....................................                                  (12,504)
                                                                                ----------------------------------
     Net cash provided by (used in) by financing activities..............             36,695              (129,108)
                                                                                ----------------------------------

NET DECREASE IN CASH AND CASH
      EQUIVALENTS........................................................           (900,705)           (1,315,379)
                                                                                ----------------------------------

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

CASH AND CASH EQUIVALENTS, end of period.................................       $  1,174,999          $  1,538,390
                                                                                ==================================


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

</TABLE>

                                                   5

<PAGE>


                               SIMTEK CORPORATION
                               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 and
six months  ended June 30,  2002 and 2001 were as follows  (as a  percentage  of
semiconductor product sales only):

                                   Three Months Ended           Six Months Ended
                                         June 30,                   June 30,
                                   2002          2001          2002         2001
                                   ----          ----          ----         ----

     United States                  54%           49%           56%          41%
     Europe                         11%           11%            9%          16%
     Far East                       27%           29%           25%          36%
     All others                      8%           11%           10%           7%
                                   ----          ----          ----         ----
                                   100%          100%          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

<TABLE>
<CAPTION>


Description                            Three Months Ended               Six Months Ended
                                            March 31,                       June 30,
                                       2002          2001             2002            2001
                                       ----          ----             ----            ----
<S>                               <C>            <C>              <C>           <C>
Net Sales:
  Semiconductor Devices           $ 3,112,363    $ 4,295,903      $ 6,604,905   $ 8,271,007
  Government Contracts                438,070        436,856          918,829       793,473
                                  ---------------------------     -------------------------
  Total                           $ 3,550,433    $ 4,732,759      $ 7,523,734   $ 9,064,480

Net Income (Loss):
  Semiconductor Devices           $  (413,459)   $   (49,938)     $  (696,614)  $  (370,736)
  Government Contracts                  1,721          2,816          29,248       (190,949)
                                  ---------------------------     --------------------------
  Total                           $  (411,738)   $   (47,122)     $  (667,366)  $  (561,685)


                                  June 30, 2002    December 31, 2001
                                  -------------    -----------------
Total Assets:
  Semiconductor Devices           $ 6,382,649        $ 6,579,383
  Government Contracts                432,422            436,729
                                  ------------------------------
  Total                           $ 6,815,071        7,016,113

</TABLE>






                                                              7

<PAGE>


                               SIMTEK CORPORATION



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

OVERVIEW

     Beginning in the fourth  quarter 2001,  the Company began to experience the
downturn that has been occurring in the global semiconductor industry since late
fourth quarter 2000. This downturn has continued through the first half of 2002.
The Company's net revenue was  $7,524,000  for the first six months of 2002 down
from $9,064,000 for the comparable period of 2001. The Company's net revenue was
$3,550,000 for the second  quarter 2002 down from  $4,733,000 for the comparable
period of 2001.  These  decreases in revenues were  primarily due to declines in
production demand for  semiconductor  products and reductions in average selling
prices.

     The  decline in revenue  for the three and six months  ended June 30,  2002
compared  to the three and six months  ended June 30,  2001 had an impact on our
profitability.  This decline along with increased research and development costs
related to our 1 megabit product  development  accounted for losses in the three
and six month periods ending June 30, 2002.

RESULTS OF OPERATIONS:

     REVENUES - SEMICONDUCTOR DEVICES.

     The  following  table  sets forth the  company's  net  revenues  by product
markets  for the  three  and six  months  ended  June  30,  2002  and  2001  (in
thousands):
<TABLE>
<CAPTION>

                                        Three Months Ended                     Six Months Ended
                                              June 30,                             June 30,
                                   2002       2001      Variance         2002        2001       Variance
                                  -----       ----     ----------        ----        ----      ----------
     <S>                        <C>         <C>        <C>             <C>         <C>         <C>
     Commercial                 $ 2,379     $ 3,840    $ (1,461)       $ 5,198     $ 7,311     $ (2,113)
     High-end industrial and
       military                 $   433     $   228    $    205        $   810     $   460     $    350
     Logic products             $   300     $   228    $     72        $   597     $   500     $     97
                                -------     -------    ---------       -------     -------     --------

     Total Semiconductor
       Revenue                  $ 3,112     $ 4,296    $ (1,184)       $ 6,605     $ 8,271     $ (1,666)

</TABLE>

     Commercial  revenues  decreased by $1,461,000  and $2,113,000 for the three
and six month periods, respectively,  when compared to the comparable periods in
2001. The decreases were due to a depressed  semiconductor market which resulted
in lower product demand and lower average selling prices.

     High-end  industrial and military product revenues  accounted for increases
of $205,000 and $350,000 for the three and six month periods in 2002 as compared
to the previous  periods in 2001,  respectively.  The  increases  were due to an
increase in defense contracts.

     Revenues from our logic  products  increased by $72,000 and $97,000 for the
three and six months ended 2002 as compared to 2001, respectively. The increases
were due primarily to non recurring  engineering  charges  received from two new
customers and an increased demand for pre-existing production programs.

                                        8

<PAGE>


                               SIMTEK CORPORATION



     Two distributors and one direct customer accounted for approximately 42% of
the Company's semiconductor devices product sales for the quarter ended June 30,
2002. Products sold to distributors are re-sold to various end customers.

     COST OF SALES AND GROSS MARGIN - SEMICONDUCTOR DEVICES

     The Company recorded cost of sales for semiconductor  devices of $1,890,000
and $4,217,000 for the three and six months ended June 30, 2002 as compared with
the  $2,845,000 and $5,751,000 for the three and six months ended June 30, 2001.
These costs reflect an approximate  6%  improvement in gross margin  percentages
for the second  quarter  and six months  ended June 30,  2002 as compared to the
second  quarter  and six  months  ended  June  30,  2001.  Actual  gross  margin
percentages  for the second  quarter and six month periods  ending June 30, 2002
were 39% and 36%,  respectively.  These increases were due to lower material and
test costs.  The increased  sales of logic products and high-end  industrial and
military products also contributed to improved gross margins.

     During the first six months of 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.

     RESEARCH AND DEVELOPMENT - SEMICONDUCTOR DEVICES

     The  Company   believes  that  continued   investments   into  new  product
development  are required for us to remain  competitive in the markets we serve.
Beginning in the fourth  quarter 2001,  the Company's  research and  development
department  has been  focusing  its efforts on  developing  a 3 volt 256 kilobit
nonvolatile  semiconductor  memory and the  installation of our process at Amkor
Technology for the development of a 1 megabit 3 volt  nonvolatile  semiconductor
memory.  During the second  quarter 2002,  the Company began shipping 3 volt 256
kilobit nonvolatile semiconductor memories to its customers.

     Total  research  and  development  expenses  related  to the  semiconductor
portion of the Company's  business were  $1,105,000 and $1,965,000 for the three
and six months ended June 30, 2002 compared to $584,000 and  $1,093,000  for the
three and six months ended June 30, 2001.

     The  $521,000  increase for the three month period was related to increases
in payroll and payroll overhead costs of $163,000, contract engineering services
of  $61,000,  new  product  development  costs of  $213,000,  equipment  leases,
maintenance  agreements for software and depreciation of $98,000 and a reduction
in miscellaneous other expenses of $14,000. The increase of $872,000 for the six
month period was related to increases in payroll and payroll  costs of $353,000,
contract  engineering  services of $137,000,  new product  development  costs of
$230,000, equipment leases, maintenance agreements for software and depreciation
of $133,000 and miscellaneous other expenses of $19,000. The primary increase in
payroll  costs is  related  to an  increase  in  employee  headcount.  Increased
headcount  and  contract  engineering  services  are  required  in order to meet
production  schedules of our new  products.  New product  development  costs are
primarily  due to the  purchases  of silicon  wafers and  reticles  required  to
develop new products.  Equipment leases, maintenance agreements for software and
depreciation are related primarily to software licenses and hardware required to
design our new products.


                                        9

<PAGE>


                               SIMTEK CORPORATION


     ADMINISTRATION AND INVESTOR RELATIONS - SEMICONDUCTOR DEVICES

     Total administration  expenses related to the semiconductor  portion of the
Company's business were $160,000 and $338,000 for the three and six months ended
June 30, 2002 as compared to the  $302,000  and  $581,000  for the three and six
months ended June 30, 2001.

     The $142,000 and $243,000 decreases for the three and six months ended June
30,  2002  compared  to June  30,  2001,  respectively,  were  primarily  due to
decreased legal,  audit fees and payroll costs. The decrease occurred  primarily
due to increased  legal,  audit fees and payroll costs which were related to the
acquisition  of Q-DOT  during the three and six month  periods  ending  June 30,
2001.

           The decrease of $258,000 and $516,000, in investor relations expense,
for the three and six months  ended June 30,  2002 as  compared to the three and
six months ended June 30, 2001 was related to the completion of the amortization
of the issuance of stock to two  investment  banker firms in September  2000 for
services they performed.

     MARKETING - SEMICONDUCTOR DEVICES

     Total  marketing  expenses  related  to the  semiconductor  portion  of the
Company's business were $368,000 and $777,000 for the three and six months ended
June 30, 2002 as compared to the  $373,000  and  $753,000  for the three and six
months ended June 30, 2001.

     The  decrease for the three month period ended June 30, 2002 as compared to
June 30,  2001 was the net effect of  increase  payroll  and  payroll  costs and
decreased sales commissions  which are a direct result of revenue.  The increase
of $24,000 for the six month  period ended June 30, 2002 as compared to June 30,
2001 was the net effect of a $89,000  increase in payroll and payroll  costs and
decreases in contract services of $27,000 and sales commissions of $38,000

     TOTAL OTHER INCOME (EXPENSES) - SEMICONDUCTOR DEVICES

     The  decrease in total other income  (expense)  for the three and six month
period ended June 30, 2002 as compared to June 30, 2001 was primarily related to
a decrease in interest  income which was a direct  result of  decreased  cash on
hand

     NET LOSS - SEMICONDUCTOR DEVICES

     The Company  recorded a net loss of $413,000 and $697,000 for the three and
six months ended June 30, 2002 as compared to a net loss of $50,000 and $371,000
for the three and six months ended June 30, 2001.  The increases in net loss for
the two periods were due primarily to increased  research and development  costs
and decreased sales.

     REVENUES - GOVERNMENT CONTRACTS

     The  following  table  sets  forth  the  company's  net  revenues  from its
government  contracts portion of its business for the three and six months ended
June 30, 2002 and 2001 (in thousands):
<TABLE>
<CAPTION>

                                 Three Months Ended               Six Months Ended
                                       June 30,                        June 30,
                              2002      2001     Variance      2002     2001     Variance
                             -----      ----     --------      ----     ----     --------
     <S>                     <C>       <C>         <C>        <C>       <C>       <C>
     Government Contracts    $ 438     $ 437       $  1       $ 919     $ 793     $ 126
</TABLE>


                                       10

<PAGE>


                               SIMTEK CORPORATION


     COST OF SALES AND GROSS MARGIN - GOVERNMENT CONTRACTS

     The Company saw a 9%  improvement in its gross margin  percentages  for the
second  quarter 2002 as compared to the second quarter 2001 and a 7% improvement
for the six months  ended June 30, 2002 as compared to the six months ended June
30, 2001.  The  improvements  were  related to decreases in direct  material and
supply costs.  Actual gross margin  percentages  for the second  quarter and six
month periods ending June 30, 2002 were 61% and 56%, respectively.

     RESEARCH AND DEVELOPMENT - GOVERNMENT CONTRACTS

     Total research and development expenses related to the government contracts
portion of the  Company's  business were $171,000 and $305,000 for the three and
six months  ended June 30, 2002  compared to $162,000 and $313,000 for the three
and six months ended June 30, 2001.

     The $9,000 increase for the three month period was related to
increases in payroll and payroll overhead costs. The $8,000 decrease for the six
month period was related to decreased software amortization.

     ADMINISTRATION AND INVESTOR RELATIONS - GOVERNMENT CONTRACTS

     Total  administration  expenses related to the government contracts portion
of the Company's  business were $26,000 and $55,000 for the three and six months
ended June 30, 2002 as compared  to the $29,000 and  $198,000  for the three and
six months ended June 30, 2001.

     The $143,000  decrease  for the six months ended June 30, 2002  compared to
June 30,  2001 was  primarily  due to  decreased  legal,  audit fees and payroll
costs. The decrease  occurred  primarily due to the six month period ending June
30, 2001, saw increased  legal,  audit fees and payroll costs which were related
to the acquisition of Q- DOT.

     MARKETING - GOVERNMENT CONTRACTS

     Total marketing expenses related to the government contracts portion of the
Company's  business were $67,000 and $128,000 for the three and six months ended
June 30,  2002 as  compared  to the  $31,000  and  $67,000 for the three and six
months ended June 30, 2001.

     The  increases  of $36,000 and $61,000 for the three and six month  periods
ending  June 30, 2002 as  compared  to June 30,  2001 were  primarily  due to an
increase in bid and proposal activities.

     NET INCOME (LOSS) - GOVERNMENT CONTRACTS

     The  Company  recorded a net income of $2,000 and $29,000 for the three and
six months  ended June 30,  2002 as compared to a net income of $3,000 and a net
loss of $190,000 for the three and six months ended June 30, 2001.  The increase
in net income from a net loss for the six month period was due  primarily to the
elimination of costs related to the Company's acquisition of Q-DOT.

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 also  dependent on
the overall  state of  semiconductor  industry and the demand for  semiconductor
products by equipment manufacturers.

                                       11

<PAGE>


                               SIMTEK CORPORATION


     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 June 30, 2002, the Company had a backlog of unshipped customer orders
of approximately  $2,242,000  expected to be filled by December 31, 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 June 30, 2002,  the Company had net working  capital of $3,028,618 as
compared to a net working capital of $3,895,961 as of June 30, 2001.

     On July 1, 2002, the Company  received funding of $3,000,000 in a financing
transaction  with  Renaissance  Capital of Dallas,  Texas  ("Renaissance").  The
$3,000,000  funding  consists of convertible  debentures with a 7-year term at a
7.5% per annum interest  rate.  The debentures are  convertible at the option of
the holder into Simtek common stock at $0.312 per share,  which was in excess of
the market price per share on July 1, 2002. Renaissance has the right to appoint
one member to the Simtek Board of  Directors  and they  exercised  this right on
July 25, 2002. As funding  occurred  after June 30, 2002, it is not reflected in
the accompanying balance sheet.

     The  change in cash flows for the six  months  ended June 30,  2002 used in
operating activities was primarily a result of a net loss of $667,366,  which is
offset by  $225,317  in  depreciation  and  amortization,  a decrease in accrued
expenses  of $28,293,  increases  in accounts  receivable,  allowance  accounts,
deferred  financing  fees,  prepaid  expenses and other and deferred  revenue of
$133,789,  $22,915,  $29,700,  $16,519 and $2,500,  respectively.  Increases  in
inventory  and accounts  payable of $501,504  and  $469,306,  respectively,  are
directly  related to each  other.  The  change in cash  flows used in  investing
activities of $234,437 were primarily due to the purchase of 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 borrowings and 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 six  months  ended June 30,  2002 used in
operating  activities  was  $901,318,  which is  primarily  due to a net loss of
$561,685, which is offset by depreciation and amortization of $222,480, $515,560
in  investor  relations  expense,  a decrease of prepaid  expenses  and other of
$33,286,  and a decrease in accrued  expenses of $53,634.  Increases in accounts
receivable, net change in allowance accounts,  inventory and accounts payable of
$548,102,  $ 99,797,  $1,209,591  and  $773,165,  respectively  were  related to
increased product demand. The change in cash flows used in investing  activities
of $284,953  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 used in financing activities
of  $129,108  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


                                       12

<PAGE>


                               SIMTEK CORPORATION


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
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.


                                       13

<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

           10.16    Convertible  Loan Agreement  between  Simtek  Corporation as
                    borrower and  Renaissance  Capital Growth & Income Fund III,
                    Inc. and  Renaissance  US Growth and Income  Trust,  PLC and
                    BFSUS Special Opportunities Trust, PLC as lenders.

           10.17    7.5%  $1,000,000   Convertible   Debenture   between  Simtek
                    Corporation  and HSBC Global Custody  Nominee (U.K.) Limited
                    for the benefit of BFSUS Special Opportunities Trust, PLC

           10.18    7.5%  $1,000,000   Convertible   Debenture   between  Simtek
                    Corporation  and  Renaissance  Capital  Growth & Income Fund
                    III, Inc.

           10.19    7.5%  $1,000,000   Convertible   Debenture   between  Simtek
                    Corporation  and  Renaissance  Capital  US  Growth  & Income
                    Trust, PLC.

           10.20    Borrowers  Security  Agreement between Simtek Corporation as
                    borrower and  Renaissance  Capital Growth & Income Fund III,
                    Inc. and  Renaissance  US Growth and Income  Trust,  PLC and
                    BFSUS Special Opportunities Trust, PLC as lenders.

           10.21    Pledge Agreement between Simtek  Corporation as borrower and
                    Renaissance  Capital  Growth & Income  Fund  III,  Inc.  and
                    Renaissance  US  Growth  and  Income  Trust,  PLC and  BFSUS
                    Special Opportunities Trust, PLC as lenders.

          (b) Reports on Form 8-K

          Form 8-K filed April 3, 2002 - Press Release "Simtek Announces Revenue
          Growth to New Record Levels - Financial Results for 2001"

          Form 8-K filed May 23, 2002 - Press Release  "Simtek  Announces  First
          Quarter 2002 Financial Results"


                                       14

<PAGE>


                               SIMTEK CORPORATION

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                      SIMTEK CORPORATION
                                      (Registrant)



August 13, 2002                       By   /s/Douglas Mitchell
                                        ----------------------------------------
                                         DOUGLAS MITCHELL
                                         Chief Executive Officer, President
                                           and Chief Financial Officer (Acting)


                                  CERTIFICATION

The  undersigned  Chief  Executive  Officer and Chief  Financial  Officer of the
Registrant  hereby certify that this Report fully complies with the requirements
of Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 and that the
information  contained in this Report fairly presents, in all material respects,
the financial condition and results of operations of the Registrant.



                                      By  /s/Douglas Mitchell
                                         ---------------------------------------
                                         DOUGLAS MITCHELL
                                         Chief Executive Officer



                                      By   /s/Douglas Mitchell
                                         ---------------------------------------
                                         DOUGLAS MITCHELL
                                         Chief Financial Officer


                                       15