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

                                   FORM 10-QSB

(Mark One)

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

                               For the quarterly period ended September 30, 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 November 8, 2002
--------------------------------------------------------------------------------


(Common Stock, $.01 par value)                            54,382,273



<PAGE>


                               SIMTEK CORPORATION



                                      INDEX

                      For Quarter Ended September 30, 2002

PART 1. FINANCIAL INFORMATION

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

             Balance Sheets as of September 30, 2002 and
             December 31, 2001                                                3

             Statements of Operations for the three months and nine
             months ended September 30, 2002 and 2001                         4

             Statements of Cash Flows for the nine months ended
             September 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                             8-14

     ITEM 3

             Controls and Procedures                                         15

PART II. OTHER INFORMATION

     ITEM 1  Legal Proceedings                                               16

     ITEM 2  Changes in Securities                                           16

     ITEM 3  Defaults upon Senior Securities                                 16

     ITEM 4  Matters Submitted to a Vote of Securities Holders               16

     ITEM 5  Other Information                                               16

     ITEM 6  Exhibits and Reports on Form 8-K                                16

SIGNATURES                                                                   17

CERTIFICATIONS                                                               18


                                       2
<PAGE>
<TABLE>
<CAPTION>


                                                SIMTEK CORPORATION

                                                  BALANCE SHEETS

              ASSETS
              ------                                                         September 30, 2002      December 31, 2001
                                                                            -------------------      ------------------
                                                                                (unaudited)
<S>                                                                          <C>                      <C>
CURRENT ASSETS:
   Cash and cash equivalents...............................................  $   3,071,364             $   2,075,704
   Certificate of deposit, restricted......................................        300,000                   300,000
   Accounts receivable - trade, net........................................      1,852,585                 1,687,329
   Inventory, net .........................................................      2,176,226                 1,827,082
   Prepaid expenses and other..............................................        119,566                   104,071
                                                                             ----------------------------------------
       Total current assets................................................      7,519,741                 5,994,186

EQUIPMENT AND FURNITURE, net...............................................        818,141                   902,213
DEFERRED FINANCING COSTS...................................................        112,026                         -
OTHER ASSETS...............................................................         90,003                   119,714
                                                                             ----------------------------------------

TOTAL ASSETS...............................................................  $   8,539,911             $   7,016,113
                                                                             ========================================

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

CURRENT LIABILITIES:
   Accounts payable .......................................................  $     835,767             $   1,416,794
   Accrued expenses........................................................        308,299                   344,817
   Accrued wages...........................................................         36,879                   155,243
   Accrued vacation payable................................................        174,013                   138,022
   Line of credit payable..................................................              -                   100,163
   Deferred Revenue........................................................         17,500                    15,000
   Obligation under capital leases.........................................        130,013                    78,805
                                                                             ----------------------------------------
       Total current liabilities...........................................      1,502,471                 2,248,844
NOTES PAYABLE..............................................................         10,000                    24,813
OBLIGATION UNDER CAPITAL LEASES............................................        111,104                   166,752
CONVERTIBLE DEBENTURES.....................................................      3,000,000                         -
                                                                             ----------------------------------------

       Total liabilities...................................................      4,623,575                 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,
       54,382,273 and 54,026,273 shares issued and outstanding.............
       at September 30, 2002 and December 31, 2001, respectively...........        543,823                   540,262
   Additional paid-in capital..............................................     37,594,875                37,547,590
       Treasury Stock......................................................        (12,504)                  (12,504)
   Accumulated deficit.....................................................    (34,209,858)              (33,499,644)
                                                                             ----------------------------------------
   Shareholder's equity....................................................      3,916,336                 4,575,704
                                                                             ----------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................  $   8,539,911              $  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                       Nine Months Ended
                                                                      September 30,                           September 30,
                                                                  2002              2001                  2002             2001
                                                                  ----              ----                  ----             ----
<S>                                                          <C>               <C>                   <C>              <C>
NET SALES.................................................   $  3,146,887      $  4,105,613          $ 10,670,620     $ 13,170,094

     Cost of  sales.......................................      1,620,408         2,931,461             6,237,559        9,085,025
                                                             ----------------------------------------------------------------------

GROSS MARGIN..............................................      1,526,479         1,174,152             4,433,061        4,085,069

OPERATING EXPENSES:
     Design, research and development.....................        980,108           644,224             3,250,226        2,050,366
     Administrative.......................................        188,304           290,195               581,700        1,064,552
     Marketing............................................        353,000           450,292             1,258,517        1,270,833
     Investor relations...................................              -           214,833                     -          730,433
                                                             ----------------------------------------------------------------------

         Total Operating Expenses.........................      1,521,412         1,599,544             5,090,443        5,116,184

NET INCOME (LOSS) FROM OPERATIONS.........................          5,067          (425,392)             (657,382)      (1,031,115)
                                                             ----------------------------------------------------------------------

OTHER INCOME (EXPENSE):
     Interest income......................................         16,443            11,531                31,051           70,193
     Interest expense.....................................        (64,332)           (4,387)              (83,317)         (16,952)
     Other income (expense), net..........................            (24)             (882)                 (566)           1,686
                                                             ----------------------------------------------------------------------

         Total other income (expense).....................        (47,913)            6,262               (52,832)          54,927
                                                             ----------------------------------------------------------------------
EQUITY IN LOSSES OF QDA AND WRITE-OFF
     OF RELATED ADVANCE ..................................              -                 -                     -           (4,631)
                                                             ----------------------------------------------------------------------

LOSS BEFORE TAXES.........................................        (42,846)         (419,130)             (710,214)        (980,819)

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

NET LOSS..................................................   $    (42,846)     $   (419,130)         $   (710,214)    $   (980,819)
                                                             ======================================================================

NET LOSS PER COMMON SHARE:
     Basic and diluted EPS.................................  $          *      $       (.01)         $       (.01)    $       (.02)
                                                             ======================================================================

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING:
     Basic and diluted.....................................    54,203,686        53,701,538            54,144,625       53,679,465

* Less Than $.01 per share



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

                                                     4

<PAGE>
<TABLE>
<CAPTION>
                                                 SIMTEK CORPORATION

                                              STATEMENTS OF CASH FLOWS
                                                    (unaudited)
                                                                                   Nine Months Ended September 30,
                                                                                   -------------------------------
                                                                                      2002                  2001
                                                                                      ----                  ----
<S>                                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss  ..........................................................       $   (710,214)         $   (980,819)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
           Depreciation and amortization.................................            314,347               340,854
           Amortization of deferred financing costs......................              4,149                     -
           Common stock issued for investor relations expense............                  -               730,433
           Net change in allowance accounts..............................            (40,087)             (120,334)
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable.......................................           (139,244)             (509,130)
               Inventory.................................................           (357,698)             (444,939)
               Prepaid expenses and other ...............................             (4,469)               62,944
           Increase (decrease) in:
               Accounts payable..........................................           (581,027)             (138,727)
               Accrued expenses..........................................           (101,263)              (14,244)
               Deferred revenue..........................................              2,500                15,000
               Customer deposits.........................................                  -                 2,000
                                                                                -----------------------------------
        Net cash used in operating activities............................         (1,613,006)           (1,056,962)
                                                                                -----------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment and furniture ................................           (211,589)             (325,863)
     Decrease to investment from related party...........................                  -                 5,730
                                                                                ----------------------------------
     Net cash used in investing activities...............................           (211,589)             (320,133)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Borrowings on notes payable and lines of credit.....................                  -                     -
     Payments on notes payable and lines of credit.......................           (109,976)             (102,797)
     Payments on capital lease obligation................................            (92,897)              (35,100)
     Borrowings on capital lease obligation..............................             88,457                     -
     Convertible debentures net of deferred financing fees...............          2,883,825                     -
     Cash to QD Acoustics................................................                  -                (2,498)
     Exercise of stock options...........................................             50,846                13,076
     Purchase of Simtek Common Stock.....................................                  -               (12,504)
                                                                                -----------------------------------
     Net cash provided by (used in) by financing activities..............          2,820,255              (139,823)
                                                                                -----------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH
      EQUIVALENTS........................................................            995,660            (1,516,918)
                                                                                -----------------------------------

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

CASH AND CASH EQUIVALENTS, end of period.................................       $  3,071,364          $  1,336,851
                                                                                ===================================


                      The accompanying notes are an integral part of thesefinancial 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.  The balance  sheet as of December
31, 2001 was derived from the audited year end balance sheet.

     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 were 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.   CONVERTIBLE DEBENTURES:

     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 exercised its right
to appoint one member to the Simtek Board of Directors.  Mr. Robert  Pearson was
appointed to Simtek's board of directors on July 25, 2002.

4.   GEOGRAPHIC CONCENTRATION:

     Sales of our  semiconductor  products by location  for the three months and
nine months ended  September  30, 2002 and 2001 were as follows (as a percentage
of semiconductor product sales only):

                               Three Months Ended           Nine Months Ended
                                 September 30,                September 30,
                             2002           2001         2002            2001
                             ----           ----         ----            ----

         United States        68%            59%          55%               44%
         Europe               11%             8%          11%               15%
         Far East             16%            19%          25%               32%
         All others            5%            14%           9%                9%
                             ----           ----         ----              ----
                             100%           100%         100%              100%

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


                                        6

<PAGE>


                               SIMTEK CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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                  Nine Months Ended
                                             September 30,                       September 30,
                                         2002             2001               2002            2001
                                         ----             ----               ----            ----
<S>                                 <C>              <C>                <C>              <C>
Net Sales:
  Semiconductor Devices             $  2,672,724     $  3,782,703       $  9,277,628     $ 12,053,711
  Government Contracts                   474,163          322,910          1,392,992        1,116,383
                                    ------------     -------------      ------------     ------------
  Total                             $  3,146,887     $  4,105,613       $ 10,670,620     $ 13,170,094

Net Income (Loss):
  Semiconductor Devices             $   (103,974)    $   (366,471)      $   (800,590)    $   (737,204)
  Government Contracts                    61,128          (52,659)            90,376         (243,615)
                                    ------------     ------------       ------------     -------------
  Total                             $    (42,846)    $   (419,130)      $   (710,214)    $   (980,819)


                                    September 30, 2002         December 31, 2001
                                    ------------------         -----------------
Total Assets:
  Semiconductor Devices                $  8,053,539               $ 6,579,383
  Government Contracts                      486,372                   436,729
                                       ------------               -----------
  Total                                $  8,539,911               $ 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 nine months
of 2002. The Company's net revenue was  $10,671,000 for the first nine months of
2002 down from $13,170,000 for the comparable  period of 2001. The Company's net
revenue was $3,147,000  for the third quarter 2002 down from  $4,106,000 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 nine months  ended  September  30,
2002 had an  adverse  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 nine month  periods  ending
September 30, 2002.

RESULTS OF OPERATIONS:

     REVENUES - SEMICONDUCTOR DEVICES.

     The following table sets forth the company's net revenues for semiconductor
devices by product  markets for the three and nine months  ended  September  30,
2002 and 2001 (in thousands):
<TABLE>
<CAPTION>
                                         Three Months Ended                         Nine Months Ended
                                            September 30,                             September 30,
                                   2002         2001      Variance           2002         2001      Variance
                                   ----         ----      --------           ----         ----      --------
     <S>                        <C>          <C>          <C>             <C>          <C>          <C>
     Commercial                 $  1,359     $   3,223    $ (1,864)       $  6,557     $ 10,533     $ (3,976)
     High-end industrial and
       military                 $  1,052     $     392    $    660        $  1,862     $    852     $  1,010
     Logic products             $    262     $     168    $     94        $    859     $    669     $    190
                                --------     ---------    ---------       --------     --------     ---------

     Total Semiconductor
       Revenue                  $  2,673     $   3,783    $ (1,110)       $  9,278     $ 12,054     $ (2,776)

</TABLE>

     Commercial  revenues  decreased by $1,864,000  and $3,976,000 for the three
and nine month periods, respectively, when compared to the comparable periods in
2001. The decreases were primarily 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  $660,000  and  $1,010,000  for the three and nine  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 $94,000 and $190,000 for the
three  and  nine  months  ended  2002 as  compared  to 2001,  respectively.  The
increases   for  the  three  and  nine  month  periods  were  due  primarily  to
non-recurring  engineering  charges received from new customers and the shipment
of production orders to a new customer and pre-existing customers.



                                        8

<PAGE>


                               SIMTEK CORPORATION


     Three  distributors  accounted  for  approximately  50%  of  the  Company's
semiconductor  devices  product sales for the quarter ended  September 30, 2002.
Products  sold  to   distributors   are  sold  without   significant   recourse.
Distributors  sell  our  products  to  various  end  customers.  If one of these
distributors was to terminate its relationship with the Company, we believe that
there would not be a material impact on the Company's product sales.

     COST OF SALES AND GROSS MARGIN - SEMICONDUCTOR DEVICES

     The Company recorded cost of sales for semiconductor  devices of $1,391,000
and  $5,608,000  for the  three  and  nine  months  ended  September  30,  2002,
respectively,  as compared with the  $2,677,000 and $8,427,000 for the three and
nine months ended  September  30,  2001,  respectively.  These costs  reflect an
approximate  19%  improvement in gross margin  percentages for the third quarter
and an  approximate  9%  improvement  in gross margin  percentages  for the nine
months ended September 30, 2002 as compared to the third quarter and nine months
ended September 30, 2001, respectively.  Actual gross margin percentages for the
third quarter and nine month periods ending September 30, 2002 were 48% and 40%,
respectively.  These  increases  were due primarily to increased  sales of logic
products and high-end  industrial and military products.  The increases in gross
margin  percentages  were  partially due to lower material and test costs of our
commercial product.

     During the first nine months of 2002, the Company purchased wafers built on
0.8  micron   technology  from  Chartered   Semiconductor   Manufacturing   Plc.
("Chartered")  of Singapore 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. If we are unable to purchase wafers
from Chartered, it would have a material impact on our revenues.

     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 third quarter 2002, the Company continued shipping 3 volt 256
kilobit nonvolatile  semiconductor  memories in larger volumes to its customers.
Development  of  the 1  megabit  3  volt  nonvolatile  semiconductor  memory  is
continuing and the Company is still  anticipating  samples by late first quarter
2003.

     Total  research  and  development  expenses  related  to the  semiconductor
portion of the Company's business were $890,000 and $2,855,000 for the three and
nine months ended September 30, 2002 compared to $641,000 and $1,734,000 for the
three and nine months ended September 30, 2001.

     The  $249,000  increase for the three month period was related to increases
in payroll and payroll overhead costs of $101,000, contract engineering services
of  $78,000,  new  product  development  costs  of  $27,000,  equipment  leases,
maintenance agreements for software and depreciation of $104,000 and a reduction
in  miscellaneous  other  expenses of $61,000  which were  related  primarily to
reduced cost of our logic  development.  The increase of $1,121,000 for the nine
month period was related to increases in payroll and payroll  costs of $410,000,
contract  engineering  services of $295,000,  new product  development  costs of
$280,000, equipment leases, maintenance agreements for software and depreciation
of $236,000 and a reduction in  miscellaneous  other  expenses of $100,000 which


                                        9

<PAGE>


                               SIMTEK CORPORATION


was related to a reduction in our logic development  costs. 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.

     ADMINISTRATION AND INVESTOR RELATIONS - SEMICONDUCTOR DEVICES

     Total administration  expenses related to the semiconductor  portion of the
Company's  business  were  $162,000  and  $501,000 for the three and nine months
ended  September 30, 2002 as compared to the $240,000 and $821,000 for the three
and nine months ended September 30, 2001.

     The  $78,000 and  $320,000  decreases  for the three and nine months  ended
September 30, 2002 compared to September 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  directly to the  acquisition  of Q-DOT and the filing of a registration
statement during the three and nine month periods ending September 30, 2001.

     The decrease of $215,000 and $730,000,  in investor relations expense,  for
the three and nine months ended  September 30, 2002 as compared to the three and
nine  months  ended  September  30, 2001 was  related to the  completion  of the
amortization  of the  issuance  of  stock  to two  investment  banking  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 $286,000 and  $1,063,000  for the three and nine months
ended  September  30, 2002 as compared to the  $384,000 and  $1,137,000  for the
three and nine months ended September 30, 2001.

     The $98,000 decrease for the three month period ended September 30, 2002 as
compared  to  September  30,  2001 was the net effect of  increased  payroll and
payroll  overhead  costs,   decreased  advertising  costs  and  decreased  sales
commissions  which are a direct  result of revenue.  The decrease of $74,000 for
the nine month period ended September 30, 2002 as compared to September 30, 2001
was the net  effect of a $53,000  increase  in  payroll  expenses  and a $34,000
increase in travel  expenses which was offset by decreases in contract  services
of $56,000, sales commissions of $57,000 and advertising of $48,000.

     TOTAL OTHER INCOME (EXPENSES) - SEMICONDUCTOR DEVICES

     The increase in total other income  (expense)  for the three and nine month
period ended  September 30, 2002 as compared to September 30, 2001 was primarily
related to an increase of  interest  expense and an increase in interest  income
which was a direct result of $3,000,000  funding the Company received on July 1,
2002.

     NET LOSS - SEMICONDUCTOR DEVICES

     The Company  recorded a net loss of $104,000 and $801,000 for the three and
nine months ended  September  30, 2002 as compared to a net loss of $366,000 and
$737,000 for the three and nine months ended September 30, 2001. The decrease of
$262,000 in net loss for the three  month  period was due  primarily  to the 19%
increase  in gross  margin  percentages  which  was  offset  by an  increase  in
operating  expenses and decreased sales. The increase of $64,000 in net loss for
the nine month period was due  primarily to increased  research and  development
costs and decreased sales.

                                       10

<PAGE>


                               SIMTEK CORPORATION



     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 nine months ended
September 30, 2002 and 2001 (in thousands):
<TABLE>
<CAPTION>
                                          Three Months Ended                           Nine Months Ended
                                             September 30,                               September 30,
                                    2002          2001         Variance         2002         2001      Variance
                                    ----          ----         --------         ----         ----      --------
      <S>                          <C>           <C>            <C>           <C>          <C>          <C>
      Government Contracts         $  474        $  323         $  151        $ 1,393      $ 1,116      $  277
</TABLE>

     The  increase  of  revenue  for the three and nine month  periods  were the
result of increased direct labor costs and increased materials and services that
were invoiced against development  contracts.  Direct labor increased due to the
addition of employees.

     COST OF SALES AND GROSS MARGIN - GOVERNMENT CONTRACTS

     The Company saw a 30%  improvement in its gross margin  percentages for the
third quarter 2002 as compared to the third  quarter 2001 and a 14%  improvement
for the nine  months  ended  September  30,  2002 as compared to the nine months
ended  September 30, 2001. The  improvement in gross margin  percentages for the
three month period were  primarily  due to a one time  adjustment  of costs from
research  and  development  to costs of sales that  occurred  in the three month
period ending  September 30, 2001. The adjustment was offset by increased direct
labor and  increased  materials  and services for the three month period  ending
September 30, 2002.  The  improvement in gross margin  percentages  for the nine
months ended  September  30, 2002 as compared to  September  30, 2001 was due to
decreased  materials and services  which were offset by increased  direct labor.
Actual  gross  margin  percentages  for the third  quarter and nine month period
ending September 30, 2002 were 52% and 55%, respectively.

     RESEARCH AND DEVELOPMENT - GOVERNMENT CONTRACTS

     Total research and development expenses related to the government contracts
portion of the  Company's  business  were $90,000 and $395,000 for the three and
nine months  ended  September  30, 2002  compared to $3,000 and $316,000 for the
three and nine months ended September 30, 2001.

     The $87,000 increase for the three month period was related to increases in
payroll and payroll  overhead costs of $14,000 and the one time  adjustment that
occurred in September  2001 that moved $73,000 from research and  development to
cost of sales.  The  $79,000  increase  for the nine month  period  was  related
primarily to an increase in payroll and payroll overhead costs.

     ADMINISTRATION - GOVERNMENT CONTRACTS

     Total  administration  expenses related to the government contracts portion
of the Company's business were $26,000 and $81,000 for the three and nine months
ended  September  30, 2002 as compared to the $50,000 and $244,000 for the three
and nine months ended September 30, 2001.

     The $24,000 decrease for the three months ended September 30, 2002 compared
to September 30, 2001 was primarily  due to a decrease in labor  transfer  costs
from Q-DOT to Simtek.  The $163,000 decrease for the nine months ended September
30, 2002 compared to September 30, 2001 was due to decreased  legal,  audit fees
and payroll costs that were directly related to Simteks' acquisition of Q-DOT.


                                       11

<PAGE>


                               SIMTEK CORPORATION


     MARKETING - GOVERNMENT CONTRACTS

     Total marketing expenses related to the government contracts portion of the
Company's business were $67,000 and $196,000 for the three and nine months ended
September  30, 2002 as compared  to the $67,000 and  $134,000  for the three and
nine months ended September 30, 2001.

     The increase of $62,000 for the nine month period ending September 30, 2002
as compared to September  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 $61,000 and $90,000 for the three and
nine months  ended  September  30, 2002 as compared to a net loss of $53,000 and
$244,000 for the three and nine months ended September 30, 2001. The increase in
net income from a net loss for the nine month  period was due  primarily  to the
elimination of costs related to the Company's acquisition of Q-DOT and increased
revenue.

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.

     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  samples  of  a 1  megabit  3.0  volt
nonvolatile semiconductor memory available late in the first quarter of 2003.

     As of September 30, 2002,  the Company had a backlog of unshipped  customer
orders of  approximately  $2,073,000  expected  to be filled by March 31,  2003.
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 September 30, 2002, the Company had net working capital of $6,017,270
as compared to a net working capital of $3,767,923 as of September 30, 2001.

     On July 1, 2002, the Company  received funding of $3,000,000 in a financing
transaction  with  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.

     The change in cash flows for the nine months ended  September 30, 2002 used
in operating activities was primarily a result of a net loss of $710,214,  which
is offset by $318,496 in depreciation  and  amortization,  a decrease in accrued
expenses of $101,263,  increases  in accounts  receivable,  allowance  accounts,
prepaid  expenses and other and deferred revenue of $139,244,  $40,087,  $4,469,
and $2,500,  respectively.  The $357,698  increase in inventory and the $581,027


                                       12

<PAGE>


                               SIMTEK CORPORATION


decrease of accounts  payable are  primarily  due to the timing of raw materials
received  within the period.  Materials  were received and paid for early in the
period, but due to soft market demand,  have not been fully consumed,  resulting
in  larger  inventory  levels.  The  change  in cash  flows  used  in  investing
activities of $211,589 was  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 the  $3,000,000,  net of
$116,175 in financing fees,  received from Renaissance,  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 nine months ended  September 30, 2001 used
in operating  activities  was primarily a result of a net loss of $980,819 which
is offset by  $340,854 in  depreciation  and  amortization,  $730,433 in prepaid
investor  relations,  decreases in prepaid  expenses and other, and increases in
customer  deposits and receipts  from  deferred  revenue of $62,944,  $2,000 and
$15,000,  respectively.  These  decreases were offset by an increase in accounts
receivable,  inventory,  and a decrease in accounts payable and accrued expenses
of $627,214,  $444,939,  $138,727, and $14,244,  respectively.  The increases in
accounts receivable and inventory were related to increased product availability
and demand. The change in cash flows used in investing  activities was primarily
due to the purchase of $325,863 of  equipment  required to test our products and
payments on a capital lease obligation of $35,100. The change in cash flows used
in financing  activities  of $139,823 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.

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. The adoption of
these  standards is expected to have little effect on the  Company's  historical
financial statements as the Company does not have any goodwill.  These standards
will be applied to all future acquisitions.

     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.


                                       13

<PAGE>


                               SIMTEK CORPORATION

     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.

     In April 2002,  the FASB  approved  for  issuance  Statements  of Financial
Accounting  Standards No. 145,  "Rescission of FASB Statements No. 4, 44 and 64,
Amendment of SFAS 13, and Technical Corrections" ("SFAS 145"). SFAS 145 rescinds
previous  accounting  guidance,   which  required  all  gains  and  losses  from
extinguishment  of debt be classified as an  extraordinary  item. Under SFAS 145
classification of debt extinguishment  depends on the facts and circumstances of
the transaction.  SFAS 145 is effective for fiscal years beginning after May 15,
2002 and  adoption is not  expected to have a material  effect on the  Company's
financial position or results of its operations.

     In July 2002, the FASB issued Statements of Financial  Accounting Standards
No. 146,  "Accounting  for Costs  Associated  with Exit or Disposal  Activities"
(SFAS 146). SFAS 146 requires  companies to recognize costs associated with exit
or  disposal  activities  when they are  incurred  rather  than at the date of a
commitment  to an exit or disposal  plan.  Examples of costs covered by SFAS 146
include lease  termination  costs and certain employee  severance costs that are
associated with a restructuring, discontinued operation, plant closing, or other
exit or disposal  activity.  SFAS 146 is to be applied  prospectively to exit or
disposal activities  initiated after December 31, 2002. The adoption of SFAS 146
is not expected to have a material effect on the Company's financial position or
results of its operations.


                                       14

<PAGE>


                               SIMTEK CORPORATION


ITEM 3:  CONTROLS AND PROCEDURES
--------------------------------

(a)  Evaluation of disclosure controls and procedures.

Douglas Mitchell,  who serves as the Company's chief executive officer and chief
financial officer (acting),  after evaluating the effectiveness of the Company's
disclosure  controls and procedures (as defined in Exchange Act Rules  13a-14(c)
and  15d-14(c)  as of a date within 90 days of the filing date of the  quarterly
report (the  "Evaluation  Date")  concluded that as of the Evaluation  Date, the
Company's  disclosure  controls and  procedures  were  adequate and effective to
ensure that material  information  relating to the Company and its  consolidated
subsidiaries  would be made known to them by individuals  within those entities,
particularly  during  the  period  in which  this  quarterly  report  was  being
prepared.

(b)  Changes in internal controls.

There were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect the Company's  disclosure controls and
procedures  subsequent to the Evaluation Date, nor any significant  deficiencies
or material  weaknesses in such  disclosure  controls and  procedures  requiring
corrective actions. As a result, no corrective actions were taken.


                                       15

<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

               10.22  Technology  Development, License and Product Agreement
                      between Amkor Technology and Simtek - Amended September
                      2002

               99.1   Certification Pursuant to 18 U.S.C. Section  1350,
                      as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                      Act of 2002

         (b)   Reports on Form 8-K

               Form 8-K filed  July 8, 2002 - Press  Release  "Simtek  Closes $3
               Million Financing Transaction with Renaissance Capital of Dallas"

               Form 8-K filed July 31,  2002 - Press  Release  "Simtek  Appoints
               Robert Pearson to Board of Directors"

               Form 8-K filed August 20, 2002 - Press Release "Simtek  Announces
               Second Quarter 2002 Financial Results"




                                       16

<PAGE>


                               SIMTEK CORPORATION


                                   SIGNATURES


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

                                     SIMTEK CORPORATION
                                     (Registrant)



November 8, 2002                     By  /s/Douglas Mitchell
                                      -----------------------------------------
                                         DOUGLAS MITCHELL
                                         Chief Executive Officer, President
                                           and Chief Financial Officer (Acting)




                                       17

<PAGE>


                               SIMTEK CORPORATION

                                 CERTIFICATIONS

I, Douglas Mitchell, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Simtek Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly date (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors  (or person  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

      Date: November 8, 2002
                                          /s/ Douglas Mitchell
                                         --------------------------------------
                                          Douglas Mitchell
                                          Chief Executive Officer, President and
                                          Chief Financial Officer (acting)



                                       18