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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Crestview
Capital Master, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b) o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
24,687,500
(See Item 4)
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6.
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SHARED
VOTING POWER
(See
Item 4)
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7.
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SOLE
DISPOSITIVE POWER
24,687,500
(See Item 4)
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8.
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SHARED
DISPOSITIVE POWER
(See
Item 4)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16.83%
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.83%
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12.
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TYPE
OF REPORTING PERSON: PN
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Item
1(a).
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Name
of Issuer.
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Simtek
Corporation
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices.
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4250
Buckingham Drive, Suite 100
Colorado
Springs, Colorado 80907
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Item
2(a).
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Name
of Person Filing.
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Crestview
Capital Master, LLC
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Item
2(b).
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Address
of Principal Business Office, or if none,
Residence.
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95
Revere Drive, Suite A
Northbrook,
Illinois 60062
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Item
2(c).
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Citizenship.
Delaware
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Item
2(d).
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Title
of Class of Securities.
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Common
Stock, $0.01 par value (“Common Stock”)
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Item
2(e).
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CUSIP
Number.
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829204106
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Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check
whether the person filing is a:
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Not
applicable.
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Item
4.
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Ownership.
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| (i) |
The
aggregate amount of Common Stock beneficially owned by the Reporting
Person is 24,687,500 shares.
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| (ii) |
The
aggregate percentage of the Common Stock beneficially owned by the
Reporting Person is approximately 16.83%.
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| (iii) |
The
aggregate number of shares of Common Stock which the Reporting Person
has
sole power to vote or direct the vote of is
24,687,500.
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| (iv) |
The
aggregate number of shares of Common Stock which the Reporting Person
has
sole power to dispose or to direct the disposition of is
24,687,500.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Not
applicable.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company.
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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Item
10.
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Certification.
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By
signing below, I certify that, to the best of my knowledge and belief,
the
securities referred to above were not acquired and are not held for
the
purpose of or with the effect of changing or influencing the control
of
the issuer of the securities and were not acquired and are not held
in
connection with or as a participant in any transaction which could
have
that purpose or effect.
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| Date: January 4, 2006 | ||
| CRESTVIEW CAPITAL MASTER, LLC | ||
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| By: | /s/ Daniel Warsh | |
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Name: Daniel Warsh |
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Title:
Managing Member
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