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 May 9, 2001
--------------------------------------------------------------------------------

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


<PAGE>


                               SIMTEK CORPORATION



                                      INDEX

                        For Quarter Ended March 31, 2001

PART 1. FINANCIAL INFORMATION

    ITEM 1                                                                  Page

            Balance Sheets as of March 31, 2001 and
            December 31, 2000                                                 3

            Statements of Operations for the three months ended
            March 31, 2001 and 2000                                           4

            Statements of Cash Flows for the three months ended
            March 31, 2001 and 2000                                           5

            Notes to Financial Statements                                     6

    ITEM 2

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

PART II. OTHER INFORMATION

    ITEM 1    Legal Proceedings                                               10

    ITEM 2    Changes in Securities                                           10

    ITEM 3    Defaults upon Senior Securities                                 10

    ITEM 4    Matters Submitted to a Vote of Securities Holders               10

    ITEM 5    Other Information                                               10

    ITEM 6    Exhibits and Reports on Form 8-K                                10

SIGNATURES                                                                    11



<PAGE>
<TABLE>
<CAPTION>
                                                       SIMTEK CORPORATION

                                                         BALANCE SHEETS

              ASSETS
                                                                             March 31, 2001       December 31, 2000
                                                                            ---------------       -----------------
<S>                                                                          <C>                    <C>
CURRENT ASSETS:
   Cash and cash equivalents...............................................  $   2,615,626          $  2,853,769
   Certificate of deposit, restricted......................................        300,000               300,000
   Accounts receivable - trade, net........................................      2,100,007             1,775,865
   Inventory, net .........................................................      1,869,577             1,130,629
   Prepaid expenses and other..............................................        617,210               922,818
                                                                             -----------------------------------
       Total current assets................................................      7,502,420             6,983,081

EQUIPMENT AND FURNITURE, net...............................................        998,786               926,473
DUE FROM RELATED PARTY.....................................................         22,562                 6,497
OTHER ASSETS...............................................................        112,500               118,750
                                                                             -----------------------------------

TOTAL ASSETS...............................................................  $   8,636,268          $  8,034,801
                                                                             ===================================

       LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable........................................................  $   2,456,738          $  1,100,049
   Accrued expenses........................................................        353,513               546,795
   Notes Payable...........................................................         24,996                24,996
   Accrued wages...........................................................        295,049               254,865
   Accrued vacation payable................................................        156,762               136,875
   Line of credit payable..................................................             -                 84,050
   Obligations under capital lease.........................................         48,436                47,344
                                                                           -------------------------------------
       Total current liabilities...........................................      3,335,494             2,194,974

NOTES PAYABLE..............................................................         23,564                29,813
OBLIGATIONS UNDER CAPITAL LEASES...........................................        141,144               153,670
                                                                             -----------------------------------
       Total liabilities...................................................      3,500,202             2,378,457

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
   Preferred stock, $1.00 par value, 2,000,000 shares
       authorized and none issued and outstanding .........................              -                     -
   Treasury stock..........................................................        (12,504)                    -
   Common stock, $.01 par value, 80,000,000 shares authorized,
       53,684,245 and 48,462,514 shares issued and outstanding at
       March 31, 2001 and December 31, 2000, respectively..................        536,842               484,625
   Additional paid-in capital..............................................     37,503,880            37,549,307
   Accumulated deficit.....................................................    (32,892,152)          (32,377,588)
                                                                             -----------------------------------
   Shareholder's equity....................................................     5,136,066              5,656,344
                                                                             ----------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................................  $  8,636,268           $  8,034,801
                                                                             ===================================

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

<PAGE>
<TABLE>
<CAPTION>
                                                       SIMTEK CORPORATION

                                                   STATEMENTS OF OPERATIONS

                                                                                    For the quarters ended March 31,
                                                                                    --------------------------------
                                                                                         2001                2000
                                                                                         ----                ----
<S>                                                                                <C>                  <C>
NET SALES..................................................................        $   4,331,721        $    3,826,027

     Cost of  sales........................................................            3,096,555             2,128,721
                                                                                   -----------------------------------

GROSS MARGIN...............................................................            1,235,166             1,697,306

OPERATING EXPENSES:
     Design, research and development......................................              660,074               623,465
     Administrative........................................................              704,103               213,285
     Marketing.............................................................              416,852               274,892
                                                                                   -----------------------------------

         Total Operating expenses..........................................            1,781,029             1,111,642

INCOME (LOSS) FROM OPERATIONS..............................................              (545,863)             585,664
                                                                                   -----------------------------------

OTHER INCOME (EXPENSE):
     Interest income (expense), net........................................               30,360                (7,589)
     Other expense, net....................................................                  939                (1,928)
                                                                                   -----------------------------------

         Total other income (expense)......................................               31,299                (9,517)
                                                                                   -----------------------------------

NET INCOME (LOSS) BEFORE TAXES.............................................              (514,564)             576,147

     Provision for income taxes............................................                    -                38,000
                                                                                   -----------------------------------

NET INCOME (LOSS)..........................................................        $     (514,564)      $      538,147
                                                                                   ===================================

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

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
     Basic.................................................................            53,651,912           41,472,635
                                                                                  ====================================
      Diluted..............................................................            53,651,912           44,848,779
                                                                                  =====================================









                           The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                              4

<PAGE>
<TABLE>
<CAPTION>
                                                   SIMTEK CORPORATION

                                                 STATEMENTS OF CASH FLOWS


                                                                                    Three Months Ended March 31,
                                                                              -------------------------------------
                                                                                    2001                   2000
                                                                                    ----                   ----
<S>                                                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss) ...............................................        $   (514,563)         $      538,147
     Adjustments to reconcile net income (loss) to net cash from
        operating activities:
           Depreciation and amortization..............................             111,272                 111,646
           Increase (decrease) in net change of reserve
                accounts..............................................              21,423                  68,951
           Deferred financing fees....................................                   -                   1,865
           Changes in assets and liabilities:
           (Increase) decrease in:
               Accounts receivable....................................            (380,109)               (374,074)
               Inventory..............................................            (750,648)               (106,515)
               Prepaid expenses and other ............................             305,608                 (87,265)
           Increase (decrease) in:
               Accounts payable.......................................           1,356,691                 (56,028)
               Accrued expenses.......................................             (86,970)                 76,426
               Customer Deposits......................................                   -                 (41,750)
                                                                              ------------------------------------
        Net cash provided by operating activities.....................              62,704                 131,403
                                                                              ------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment and furniture..............................            (177,334)                (62,193)
     Payments on capital lease obligation.............................             (11,435)                 (7,863)
     Reduction of certificate of deposit..............................                   -                 100,000
                                                                              ------------------------------------
        Net cash provided by (used in) investing activities...........            (188,769)                 29,944
CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on Notes Payable........................................              (6,249)                 (8,190)
     Purchase of Simtek Common Stock..................................             (12,504)                      -
     Cash to Q-DOT Acoustics..........................................             (16,065)                (71,753)
     Cash to Q-DOT Group..............................................                   -                    (272)
     Payments of line of credit.......................................             (84,050)               (222,769)
     Capital Contribution.............................................                   -                  20,170
     Stock issued for directors compensation..........................                   -                  14,562
     Exercise of stock options........................................               6,790                 201,994
                                                                              ------------------------------------
        Net cash used in financing activities.........................            (112,078)                (66,258)
                                                                              ------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
        EQUIVALENTS...................................................            (238,143)                 95,089
                                                                              ------------------------------------
CASH AND CASH EQUIVALENTS, beginning of period........................           2,853,769               2,243,925
                                                                              ------------------------------------
CASH AND CASH EQUIVALENTS, end of period..............................        $  2,615,626           $   2,339,014
                                                                              ====================================

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

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

                                                              5

<PAGE>



                               SIMTEK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES:


     The financial  statements  included herein are presented in accordance with
the  requirements  of Form  10-QSB and  consequently  do not  include all of the
disclosures  normally made in the registrant's annual Form 10-KSB filing.  These
financial statements should be read in conjunction with the financial statements
and notes thereto included in Simtek Corporation's Annual Report and Form 10-KSB
filed on March 29, 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.

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.

3.   EQUITY:

         In March  2001,  Simtek  completed  the merger with Q-DOT  Group,  Inc.
("Q-DOT").  Simtek  issued  5,171,731  shares  of our  Common  Stock,  valued at
$4,000,000  based on a twenty day average share  closing price of  approximately
$0.77.  Q-DOT  specializes in advanced  technology  research and development for
data  acquisition,  signal  processing,  imaging  and data  communications.  The
company's projects have been supported by conventional government and commercial
contracts in addition to Small Business  Innovation  Research (SBIR)  contracts.
Q-DOT will be operated as a wholly owned subsidiary of Simtek for its government
contract research and development operations.  The acquisition will be accounted
for as a pooling of interest, and the results of Q-DOT will be consolidated with
ours in future financials as if we have been merged throughout the periods.

4.   GEOGRAPHIC CONCENTRATION:

     Sales by location  for the three  months ended March 31, 2001 and 2000 were
as follows (as a percentage of sales):

                                     2001           2000

         North America               38%            63%
         Europe                      20%            12%
         Far East and Japan          42%            25%


                                        6

<PAGE>


                               SIMTEK CORPORATION



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

RESULTS OF OPERATIONS:

     Simtek  Corporation  recorded net product sales of $4,331,721 for the first
quarter of 2001 up from the $3,826,027  recorded for the first quarter 2000. The
product  sales from the  Company's  4 kilobit,  16  kilobit,  64 kilobit and 256
kilobit  nvSRAM  product  families and metal  programmed  gate array  integrated
circuits were  $3,975,104  for the first quarter of 2001 and  $2,902,395 for the
first quarter of 2000. The increase in sales was due primarily to an increase in
large customers placing  production orders of our products  worldwide.  Sales of
the Company's high end industrial and military  products  decreased in the three
months  ended March 31, 2001 as  compared  to the three  months  ended March 31,
2000. This decrease was due to a decrease in defense  contacts.  We believe that
these sales will increase to their historic levels,  but it remains unclear when
this will occur.  Two  distributors of the Company's nvSRAM products account for
more  approximately  44% of the  Company's net sales for the first quarter 2001.
Products sold to distributors are re-sold to various end customers.  The revenue
generated from research and development  contracts  acquired in the Q-DOT merger
was $356,617 for the first  quarter of 2001 down from the $923,632  recorded for
the first quarter of 2000.  This  decrease was primarily due to reduced  billing
rates against government contracts due to employee attrition.

     During the first 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 nvSRAM products. Sales of metal programmed
gate array products were supported with 0.5 micron wafers  purchased from United
Microelectronics Corp. ("UMC") of Taiwan.

     The Company saw an approximate 15% decrease in its gross margin percentages
for the first quarter 2001 as compared to the first quarter 2000.  This decrease
was due  primarily to an increase in the cost of the raw  materials  required to
produce our products.  In March 2001,  the Company was able to negotiate  better
pricing from its suppliers and has been able to reduce  certain  internal  costs
required to build its product.  Management  believes  that these cost  reduction
measures  should  have an  impact on the gross  margins  beginning  in the third
quarter of 2001.

     Total other operating expenses saw an increase of approximately $670,000 in
the three  months  ended March 31, 2001 as  compared to the three  months  ended
March  31,  2000.  Administration  saw the  largest  increase  of  approximately
$491,000.  Of the  approximate  $491,000  increase,  approximately  $258,000 was
related to the  amortization of the shares of stock issued in September 2000, to
two investment banker firms in return for services to us. Approximately $213,000
was  related to  increased  legal,  audit and labor  related to the merger  with
Q-DOT. The remaining $20,000 was related to increased payroll. Marketing saw the
next largest increase of approximately $142,000,  primarily due to approximately
$86,000 paid in sales  commission  to  independent  sales  representatives  as a
direct result of our increased revenue. The balance of approximately $56,000 was
related to an  increased  payroll due to an  increased  headcount.  Research and
development  saw an  approximate  increase  of  $37,000  which  was  related  to
increased payroll due to an increased headcount.

     The Company recorded a net loss of $514,564 in the first quarter of 2001 as
compared  to a net  income of  $576,147  for the  first  quarter  of 2000.  This
decrease was due  primarily to the decrease in gross margins and the increase in
administration costs.

     The change in cash flows from operating  activities  was $62,704,  which is
primarily  due to a net loss of $514,563,  which is offset by  depreciation  and
amortization of $111,272,  a decrease of prepaid expenses and other of $305,608,
and a decrease in accrued expenses of $86,970. Increases in accounts receivable,
inventory   and  accounts   payable  of  $380,109,   $750,648  and   $1,356,691,


                                        7

<PAGE>


                               SIMTEK CORPORATION


respectively were related to increased product demand.  The change in cash flows
from  investing  activities  of $188,769 was  primarily  due to the purchases of
equipment and furniture related to the testing of our 64 kilobit and 256 kilobit
products  built on 0.8  micron  technology  and the  purchase  of  computer  and
software  required for research and  development.  The change in cash flows from
financing  activities of $112,078 was due primarily to the payments on a line of
credit,  notes payable,  the buyback of Simtek common stock and cash required to
fund a subsidiary of Q-DOT.

FUTURE RESULTS OF OPERATIONS

     The Company's  ability to remain  profitable  will depend  primarily on its
ability to continue  reducing  manufacturing  costs and to increase  net product
sales by increasing the availability of existing  products,  by the introduction
of new  products and by expanding  its customer  base.  The Company is currently
deciding which new or derivative product it will develop next.

     As of March 31, 2001, the Company had received  purchase orders expected to
be filled  within the next six months of  approximately  $6,439,000.  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

     Under the  Cooperation  Agreement  entered into with ZMD in September 1995,
ZMD had the right to convert all financing  into shares of our Common Stock at a
price of $0.175 per share for all monies paid in 1995 and at the  average  share
price of the quarter the monies were paid for all monies paid in 1996.  In 1996,
we received  $378,551  under this agreement of which $248,398 was converted into
1,353,374  shares of our Common Stock at a price of $.1548 and 165,000 shares of
our Common  Stock at a price of $.2358.  The  payable  to ZMD of  $130,153  that
showed on the balance  sheet at December  31, 1999 was  converted  into  551,964
shares of our Common Stock.  During 2000,  ZMD began selling their shares of our
Common Stock.

     On June 12, 1998,  we closed a $1,500,000  financing  transaction  with two
funds  advised  by  Renaissance.   The  funding  from  Renaissance  consists  of
$1,500,000 of convertible  debentures  with a seven year term at a 9 percent per
annum  interest  rate  (the  "Debentures").   In  the  first  quarter  of  2000,
Renaissance  converted  all  $1,500,000 of the  Debentures  into an aggregate of
7,692,308 shares of our Common Stock.

     On May 9, 2000, we acquired  Integrated in exchange for 3,000,000 shares of
our Common Stock worth  approximately  $3,500,000 based on the closing price per
share of ($1.1875) on the closing date.

     On June 16,  2000,  we  acquired  1,875,000  shares of the common  stock of
WebGear,  in return for 1,250,000 shares of our Common Stock worth approximately
$1,640,000  based on the closing price per share  ($1.3125) on the closing date.
On September 29, 2000, we purchased incomplete research and development, patents
and certain  trademarks  from WebGear,  Inc. We issued  3,400,000  shares of our
Common  Stock and  returned to WebGear the  1,875,000  shares of WebGear  common
stock that we acquired  from WebGear on June 16,  2000.  In December  2000,  the
agreement was amended and WebGear returned 500,000 shares of our Common Stock to
us  making  the  total  number  of  shares  for  this  phase  2,900,000,   worth
approximately  $2,447,000,  based on the closing price of our Common  Stock.  On
September 29, 2000, the closing price of our Common Stock was $0.8438 per share.

     On July 31, 2000, we acquired  Macrotech for 1,250,000 shares of our Common
Stock  worth  approximately  $1,700,000  based on the  closing  price  per share
($1.375) on the closing date.

On December 6, 2000, we signed a letter of intent to acquire  Q-DOT.  The merger
was completed on March 13, 2001 for  consideration  of  approximately  5,172,000
shares of our Common Stock,  valued at $4,000,000  based on a twenty day average
share closing price of approximately $0.77 prior to the closing date.


                                        8

<PAGE>


                               SIMTEK CORPORATION



     In April 2001, the Company renewed its revolving line of credit for another
year in the  amount  of  $250,000.  The  line of  credit  is  collateralized  by
substantially  all assets of the Company.  The line of credit bears  interest at
prime plus .75% on any  outstanding  balance.  As of March 31, 2001, the Company
had no balance outstanding.

     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.




                                        9

<PAGE>


                               SIMTEK CORPORATION


                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings -None

Item 2.  Changes in Securities - None

Item 3.  Defaults upon Senior Securities - None

Item 4.  Matters Submitted to a Vote of Securities Holders - None

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits - None

         (b) Reports on Form 8-K
             -------------------

             Form 8-K filed on March 22, 2001 - Item 2 Acquisition or
             disposition of assets


                                       10

<PAGE>


                               SIMTEK CORPORATION


                                   SIGNATURES


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



                                      SIMTEK CORPORATION
                                      (Registrant)



May 11, 2001                          By  /s/ Douglas Mitchell
                                         --------------------------------------
                                         DOUGLAS MITCHELL
                                          Chief Executive Officer, President
                                          and Chief Financial Officer (acting)























                                       11