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, 2001

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


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

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

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

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

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

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practicable date.

Class                                             Outstanding at August 10, 2001
--------------------------------------------------------------------------------

(Common Stock, $.01 par value)                             53,684,245


<PAGE>


                               SIMTEK CORPORATION



                                      INDEX

                         For Quarter Ended June 30, 2001

PART 1. FINANCIAL INFORMATION

   ITEM 1                                                                   Page
   ------                                                                   ----

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

            Statements of Operations for the three months and six
            months ended June 30, 2001 and 2000                                4

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

            Notes to Financial Statements                                    7-9

   ITEM 2

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

PART II. OTHER INFORMATION

   ITEM 1   Legal Proceedings                                                 13

   ITEM 2   Changes in Securities                                             13

   ITEM 3   Defaults upon Senior Securities                                   13

   ITEM 4   Matters Submitted to a Vote of Securities Holders                 13

   ITEM 5   Other Information                                                 13

   ITEM 6   Exhibits and Reports on Form 8-K                                  13

SIGNATURES                                                                    14



                                       2
<PAGE>
<TABLE>
<CAPTION>

                                               SIMTEK CORPORATION

                                                 BALANCE SHEETS


                      ASSETS
                      ------
                                                                            June 30, 2001      December 31, 2000
                                                                            -------------      -----------------
<S>                                                                          <C>                 <C>
CURRENT ASSETS:
   Cash and cash equivalents...............................................  $  1,538,390        $  2,853,769
   Certificate of deposit, restricted......................................       300,000             300,000
   Accounts receivable - trade, net........................................     2,266,593           1,775,864
   Inventory, net .........................................................     2,343,497           1,130,629
   Intercompany receivable.................................................         3,712                   -
   Prepaid expenses and other..............................................       132,175             175,955
                                                                             --------------------------------
       Total current assets................................................     6,584,367           6,236,217

EQUIPMENT AND FURNITURE, net...............................................       968,998             888,296
OTHER ASSETS...............................................................       155,776             163,472
                                                                             --------------------------------

TOTAL ASSETS...............................................................  $  7,709,141        $  7,287,985
                                                                             ================================

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

CURRENT LIABILITIES:
   Accounts payable .......................................................  $  1,858,535        $  1,085,370
   Accrued expenses........................................................       299,513             532,964
   Accrued wages...........................................................       275,446             302,097
   Accrued vacation payable................................................       158,049             103,476
   Obligation under capital leases.........................................        49,552              47,344
   Short term debt.........................................................        22,311              34,809
   Line of Credit..........................................................            -               84,050
   Deferred Revenue........................................................        25,000                   -
                                                                             --------------------------------
       Total current liabilities...........................................     2,688,406           2,190,110
                                                                             --------------------------------
NOTES PAYABLE..............................................................        20,000              20,000
OBLIGATION UNDER CAPITAL LEASES............................................       128,330             153,670
                                                                             --------------------------------
       Total liabilities...................................................     2,836,736           2,363,780

SHAREHOLDERS' EQUITY:
   Preferred stock, $1.00 par value, 2,000,000 shares
       authorized and none issued and outstanding .........................            -                   -
   Prepaid investor relations..............................................      (214,833)           (730,433)
   Treasury Stock..........................................................       (12,504)                 -
   Common stock, $.01 par value, 80,000,000 shares authorized,
       53,684,245 and 53,634,245 shares issued and outstanding
       at June 30, 2001 and December 31, 2000, respectively................       536,842             536,342
   Additional paid-in capital..............................................    37,503,879          37,497,590
   Accumulated deficit.....................................................   (32,940,979)        (32,379,294)
                                                                             --------------------------------
   Shareholder's equity....................................................     4,872,405           4,924,205
                                                                             --------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................  $  7,709,141        $  7,287,985
                                                                             ================================

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

<PAGE>
<TABLE>
<CAPTION>
                                                         SIMTEK CORPORATION

                                                       STATEMENTS OF OPERATIONS



                                                              Three Months Ended June 30,            Six Months Ended June 30,
                                                              ---------------------------            -------------------------
                                                                2001              2000                 2001             2000
                                                                ----              ----                 ----             ----
<S>                                                          <C>               <C>                 <C>              <C>
NET SALES..................................................  $ 4,732,759       $ 3,851,977         $ 9,064,480      $ 7,678,004

     Cost of  sales........................................    3,057,009         2,369,145           6,153,564        4,497,866
                                                             ------------------------------------------------------------------

GROSS MARGIN...............................................    1,675,750         1,482,832           2,910,916        3,180,138

OPERATING EXPENSES:
     Design, research and development......................      746,078           568,149           1,406,151        1,156,895
     Administrative........................................      588,506           356,298           1,294,599          569,582
     Marketing.............................................      403,663           354,244             820,515          663,854
                                                             ------------------------------------------------------------------

         Total Operating Expenses..........................    1,738,247         1,278,691           3,521,265        2,390,331

INCOME (LOSS) FROM OPERATIONS..............................      (62,497)          204,141            (610,349)         789,807
                                                             ------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income, net..................................       15,193            23,750              45,553           16,161
     Other income (expense), net...........................          182            (3,894)              3,111           (5,822)
                                                             ------------------------------------------------------------------

         Total other income (expense)......................       15,375            19,856              48,664           10,339
                                                             ------------------------------------------------------------------

NET INCOME (LOSS) BEFORE TAXES.............................      (47,122)          223,997            (561,685)         800,146

     Provision for income taxes............................            -             6,000                   -           44,000
                                                             ------------------------------------------------------------------

NET INCOME (LOSS)..........................................  $   (47,122)      $   217,997         $  (561,685)     $   756,146
                                                             ==================================================================

BASIC AND DILUTED EPS......................................  $         *       $         *         $      (.01)     $       .02
                                                             ==================================================================

BASIC WEIGHTED AVERAGE SHARES
 OUTSTANDING...............................................   53,668,168        44,889,695          53,668,168       44,889,695

EFFECT OF DILUTIVE OPTIONS.................................            -         2,441,032                   -        5,206,918
                                                             ------------------------------------------------------------------

DILUTIVE SHARES OUTSTANDING................................   53,668,168        47,330,727          53,668,168       50,096,613
                                                             ==================================================================


* 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

                                                                                      Six Months Ended June 30,
                                                                                      --------------------------
                                                                                      2001                  2000
                                                                                      ----                  ----
<S>                                                                              <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)...................................................        $  (561,685)          $   756,147
     Adjustments to reconcile net income (loss) to net cash provided
        by (used in) operating activities:
           Depreciation and amortization.................................            222,480               214,797
           Contributed services..........................................                  -                35,000
           Increase (decrease) in net change of reserve accounts.........             11,642               366,491
           Deferred financing fees.......................................                  -                 1,865
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable.......................................           (659,541)             (635,612)
               Inventory.................................................         (1,209,591)             (146,584)
               Prepaid expenses and other ...............................            548,846               (19,971)
           Increase (decrease) in:
               Accounts payable..........................................            773,165                89,673
               Accrued expenses..........................................            (53,634)              140,251
               Customer deposits.........................................              2,000               (24,750)
               Taxes payable.............................................                  -                29,800
                                                                                 ---------------------------------
        Net cash provided by (used in) operating activities..............           (926,318)              807,107
                                                                                 ---------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES:
     Purchase of equipment and furniture ................................           (290,683)             (238,275)
     Decrease to investment from related party...........................              5,730                13,036
     Payments on capital lease obligation................................            (23,132)              (18,542)
     Decrease (increase) in restricted cash..............................                  -               100,000
                                                                                 ---------------------------------
     Net cash used in investing activities...............................           (308,085)             (143,781)

CASH FLOWS USED IN FINANCING ACTIVITIES:
     Exercise of stock options...........................................              6,790               281,084
     Payments on notes payable...........................................            (12,498)             (123,640)
     Purchase of stock from market.......................................            (12,504)                    -
     Receipts from deferred revenue......................................             25,000                     -
     Cash infusion Simtek to QDI.........................................             (3,714)                    -
     Payments on line of credit..........................................            (84,050)             (168,769)
     Distributions to stockholders.......................................                  -                (8,730)
     Stock issued for directors compensation.............................                  -                    63
                                                                                 ---------------------------------
        Net cash used in by financing activities.........................            (80,976)              (19,992)
                                                                                 ---------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH
      EQUIVALENTS........................................................         (1,315,379)              643,334
                                                                                 ---------------------------------

CASH AND CASH EQUIVALENTS, beginning of period...........................          2,853,769             2,243,925
                                                                                 ---------------------------------

CASH AND CASH EQUIVALENTS, end of period.................................        $ 1,538,390           $ 2,887,259
                                                                                 =================================

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


                               SIMTEK CORPORATION

                            STATEMENTS OF CASH FLOWS
                                     (Cont.)


<TABLE>
<CAPTION>

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


               The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                   6
<PAGE>



                               SIMTEK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


1.   SIGNIFICANT ACCOUNTING POLICIES:

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

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

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

2.   LINE OF CREDIT:

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


                                        7

<PAGE>


                               SIMTEK CORPORATION


3.   GEOGRAPHIC CONCENTRATION:

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

                                      2001               2000

         United States                 49%                40%
         Europe                        11%                19%
         Far East                      29%                34%
         All others                    11%                 7%
                                       ---               ----
                                      100%               100%

4.   POOLING OF INTEREST:

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

     For the three  months  ended June 30,  2001 and 2000  Q-DOT had  revenue of
$436,856 and $530,070,  respectively  and net income of $2,816 and a net loss of
$98,677,  respectively.  The  acquisition  did not  have a  material  impact  on
earnings (loss) per share for either of the interim periods.

5.   BUSINESS SEGMENTS

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

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

     Description                                    Three Months Ended June 30,        Six Months Ended June 30,
                                                        2001           2000                2001          2000
                                                        ----           ----                ----          ----
     <S>                                           <C>             <C>                <C>            <C>
     Net Sales:
                     Semiconductor Devices         $ 4,295,903     $ 3,321,907        $ 8,271,007    $ 6,224,302
                     Government Contracts              436,856         530,070            793,473      1,453,702
                                                   ------------    ------------       ------------   -----------
                     Total                         $ 4,732,759     $ 3,851,977        $ 9,064,480    $ 7,678,004

     Net Income (loss):
                     Semiconductor Devices         $   (49,938)   $    316,674        $  (370,736)   $   717,888
                     Government Contracts                2,816         (98,677)          (190,949)        38,258
                                                   ------------    -----------        -----------    -----------
                     Total                         $   (47,122)   $    217,997        $  (561,685)   $   756,146

</TABLE>

                                       8

<PAGE>


                               SIMTEK CORPORATION

<TABLE>
<CAPTION>

                                                       June 30, 2001              June 30, 2000
                                                       -------------              -------------
     <S>                                                <C>                        <C>
     Total Assets:
                     Semiconductor Devices              $ 7,182,848                $ 8,546,289
                     Government Contracts                   526,293                    696,636
                                                        -----------                -----------
                     Total                              $ 7,709,141                $ 9,242,925
</TABLE>






                                        9

<PAGE>


                               SIMTEK CORPORATION



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


RESULTS OF OPERATIONS:

     Simtek Corporation  ("Simtek" or the "Company")  recorded net product sales
of $4,732,759  for the second  quarter of 2001 and $9,064,480 for the six months
ended June 30, 2001 up from $3,851,977  recorded for the second quarter 2000 and
$7,678,004  recorded for the six months ended June 30, 2000.  Product sales from
the  Company's  4 kilobit,  16 kilobit,  64 kilobit and 256 kilobit  nonvolatile
semiconductor  memory  products were  $4,068,373  and  $2,970,028  for the three
months ended June 30, 2001 and 2000,  respectively and $7,770,629 and $5,483,421
for the six months ended June 30, 2001 and 2000,  respectively.  The increase in
sales was due  primarily to an increase in large  customers  placing  production
orders  of  our  products,   worldwide,   along  with  an  increase  in  product
availability  which  allowed  us to  fill  delinquent  orders  to the  Company's
customers.  Sales of the Company's  high end  industrial  and military  products
decreased  by  approximately  $231,000 in the three months ended June 30,2001 as
compared to the three  months ended June 30,  2000.  This  decrease was due to a
continued  decrease  in defense  contracts.  One  distributor  of the  Company's
nonvolatile semiconductor memory products and two direct customers accounted for
approximately  47% of the Company's net product sales for the three months ended
June 30,  2001.  Products  sold to  distributors  are  re-sold  to  various  end
customers.  The revenue  generated from the sale of the Company's logic products
was  $227,530  and  $351,879  for the three months ended June 30, 2001 and 2000,
respectively  and  $500,378  and $740,881 for the six months ended June 30, 2001
and 2000,  respectively.  This decrease was due to the  completion of production
contracts in 2000 and the internal  activities  focusing on  integration  of the
logic  business  into the  Company's  operations.  The  revenue  generated  from
research and development contracts acquired in the Q-DOT merger was $436,856 and
$530,070  for the three months  ended June 30, 2001 and 2000,  respectively  and
$793,473  and   $1,453,702  for  the  six  months  ended  June  2001  and  2000,
respectively.  This decrease was primarily due to reduced  billing rates against
government contract due to employee attrition.

     The  Company  saw a  decrease  of  approximately  3% in  our  gross  margin
percentages  for the three  months  ended June 30, 2001 as compared to the three
months  ended June 30, 2000 and an  approximate  9% decrease in our gross margin
percentages for the six months ended June 30, 2001 as compared to the six months
ended June 30, 2000.  These  decreases  were due primarily to an increase in the
cost of the silicon wafers required to produce our products.  In March 2001, the
Company was able to negotiate  better pricing from this supplier and the Company
negotiated better pricing from our test subcontractor.  Management believes that
these  cost  reduction  measures  should  have an impact  on the  gross  margins
beginning in the third quarter of 2001.

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

     Total other operating expenses saw an increase of approximately $460,000 in
the three  months ended June 30, 2001 as compared to the three months ended June
30, 2000.  Research and  Development saw an increase of  approximately  $178,000
primarily  due to an  approximate  $192,000  increase  in  payroll  and  payroll
overhead  costs,  a  decrease  of  approximately  $31,000  in legal  fees and an
approximate  $17,000  increase  in  contract  services.  Administration  saw  an
approximate  $233,000  increase,  primarily  due to an  approximate  increase of
$258,000 which was related to the  amortization of the shares of stock issued in
September  2000, to two investment  banker firms in return for services,  and an
increase  of  approximately  $80,000  in legal and  audit  fees  related  to the
acquisition  of Q-DOT and  securities  work.  These  increases  were offset by a


                                       10

<PAGE>


                               SIMTEK CORPORATION


decrease of  approximately  $105,000 in payroll and payroll  overhead costs that
occurred at Q-DOT. Sales and Marketing saw an increase of approximately $49,000,
primarily due to an increase in sales commissions of approximately  $61,000 paid
to independent sales representatives as a direct result of our increased revenue
which was offset by a decrease of  approximately  $12,000 in payroll and payroll
overhead costs from Q-DOT.

     Total other operating expenses saw an increase of approximately  $1,131,000
in the six months  ended June 30, 2001 as compared to the six months  ended June
30, 2000.  Research and  Development  saw an  approximate  increase of $249,000,
which was  related to an  approximate  $301,000  increase in payroll and payroll
overhead costs and a decrease of  approximately  $22,000 in product  development
costs  and  an  approximate   $30,000   decrease  in  repair  and   maintenance.
Administration  saw an  approximate  increase of $725,000,  which was  primarily
related  to an  approximate  increase  of  $516,000  which  was  related  to the
amortization  of the shares of stock issued in September 2000, to two investment
banker  firms in return for  services and an  approximate  $209,000  increase in
legal and audit fees related to the  acquisition of Q-DOT and  securities  work.
Sales and Marketing  saw an  approximate  $157,000  increase due primarily in an
approximate  increase  in payroll  and payroll  overhead  costs of $32,000  from
Simtek,  an  approximate  increase of $125,000  related to sales  commissions to
independent sales representatives as a direct result of revenue.

     The Company recorded a net loss of $47,122 and a net income of $217,997 for
the three months ended June 30, 2001 and 2000,  respectively,  and a net loss of
$561,685  and a net income of $756,146 for the six months ended June 30,2001 and
2000,  respectively.  The increase in net losses was due  primarily to decreased
gross margin percentages and the increase in administration costs.

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.  Additionally,  market
conditions may make it more difficult to receive enough raw materials, processed
silicon wafers and support services to satisfy  customer demand.  The Company is
currently deciding which new or derivative product it will develop next.

     As of June 30, 2001,  the Company had received  purchase  orders during the
second quarter expected to be filled within the next six months of approximately
$4,100,000. Orders are cancelable prior to 30 days before the scheduled shipping
date and, therefore, should not be used as a measure of future product sales.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2001,  the Company had net working  capital of $3,895,961 as
compared to a net working capital of $3,995,092 as of June 30, 2000.The  Company
may require  additional  capital to fund  production  and  marketing  of any new
products it may  develop.  The Company  does not have any  commitments  for such
additional capital as of the date of this report.

     The  change in cash flows for the six  months  ended June 30,  2001 used in
operating  activities  was primarily a result of a net loss of $561,685 which is
offset by $222,480 in depreciation and amortization,  an increase in reserves of
$11,642,  customer  deposits  of $2,000 and a decrease in prepaid  expenses  and
other  expenses  of  $548,846  and a decrease  of  $53,634 in accrued  expenses.
Increases in accounts  receivable,  inventory and accounts  payable of $659,541,
$1,209,591 and $773,165,  respectively were related to increased product demand.
The change in cash flows used in investing  activities were primarily due to the
purchase of equipment  required to test our products of $290,683 and payments on


                                       11

<PAGE>


                               SIMTEK CORPORATION


a  capital  lease  obligation  of  $23,132.  The  change in cash  flows  used in
financing  activities  of $80,976  was due  primarily  to  payments on a line of
credit and notes  payable and the buyback of Simtek  common  stock and  receipts
from deferred revenue.

     The change in cash flows for the six months ended June 30, 2000 provided by
operating activities was primarily due to a net income of $756,147, depreciation
of $214,797, contributed services of $35,000, an increase in reserve accounts of
$366,491 and a decrease of $24,750 in customer  deposits.  Increases in accounts
receivable,  inventory,  accounts  payable  and accrued  expenses  of  $635,612,
$146,584,  $89,673,  $140,251,  respectively,  were related to increased product
sales.  Cash  flows  used in  investing  activities  were due  primarily  to the
purchase of equipment  required to test our products of $238,275 and payments on
a capital lease obligation of $18,542 both of which were offset by a decrease of
$100,000 in restricted cash. Cash flows used in financing  activities of $19,992
were due primarily to payments on notes payable and on a line of credit that was
offset by the purchase of stock options by the Company's employees.




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<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


          (b) Reports on Form 8-K

          Form 8-K filed April 6, 2001 - "Simtek Announces Financial Results for
          2000"

          Form 8-K filed May 7, 2001 - "Simtek Reports Record  Revenues,  Strong
          Backlog, Despite Industry Slowdown"

          Form 8-K/A filed May 22, 2001 - Item 7: "Simtek has determined that it
          is not required to file  financial  statements of pro forma  financial
          statements regarding the Q-DOT acquisition.








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<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)



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
























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