UNITED STATES
 SECURITIES AND EXCHANGE
COMMISSION
 Washington, D.C.
20549
 
 FORM 10-Q
 þ
                  
                  QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended December 31,
      2009o
                  
                  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from __________ to
  __________
  Commission
file number:  001-31669
  SUNRIDGE INTERNATIONAL, INC.
 (Exact name of registrant
as specified in its charter)
  Nevada
                        
                        98-0348905(State
      or other jurisdiction of
                        
                        (IRS Employer Identification
      No.)incorporation
      or organization)
  16857
E. Saguaro Blvd.
 Fountain
Hills, Arizona 85268
 (Address
of principal executive offices)
  (480)
837-6165
 (Registrant’s telephone
number, including area code)
   Indicate by check mark
whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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  þNo o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):
  Large accelerated
      filer    o
                    Accelerated
      filer    oNon-accelerated
      filer    o
                    Small
      reporting company    þ
 Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act).  Yes  oNo þ
 As of
February 16, 2010, 40,000,000 shares of the issuer’s common stock were
outstanding.




SUNRIDGE
INTERNATIONAL, INC.




Table
of Contents







PageForward-Looking
      Statements
                  3PART I. 
      FINANCIAL INFORMATIONItem
      1.
                  Financial
      Statements
                  4Consolidated Balance
      Sheets as of December 31, 2009 (Unaudited) and June 30,
      2009
                  4Unaudited
      Consolidated Statements of Operations for the Six Months ended December
      31, 2009 and 2008
                  5Unaudited
      Consolidated Statements of Changes in Stockholders’ Equity for the Six
      Months ended December 31, 2009
                  6Unaudited
      Consolidated Statements of Cash Flows for the Six Months ended
      December 31, 2009 and 2008
                  7Condensed
      Notes to the Consolidated Financial Statements
                  8Item
      2.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  14Item
      3.
                  Quantitative and
      Qualitative Disclosures About Market Risk
                  17Item
      4T.
                  Controls
      and Procedures
                  18PART II.  OTHER
      INFORMATIONItem
      1.
                  Legal
      Proceedings
                  19Item
      1A.
                  Risk
      Factors
                  19Item
      2.
                  Unregistered Sales
      of Equity Securities and Use of Proceeds
                  19Item
      3.
                  Defaults
      Upon Senior Securities
                  19Item
      4.
                  Submission of
      Matters to a Vote of Security Holders
                  19Item
      5.
                  Other
      Information
                  19Item
      6.
                  Exhibits
                  20Signatures
                  21
 
 2




SUNRIDGE
INTERNATIONAL, INC.
  FORWARD-LOOKING
STATEMENTS
  This Quarterly Report on
Form 10-Q (“Quarterly Report”) contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and should
be read in conjunction with the Financial Statements of SunRidge International,
Inc. (the “Company” or “SunRidge”).  Such statements are not
historical facts and reflect our current views regarding matters such as
operations and financial performance. In general, forward-looking statements are
identified by such words or phrases as “expects,” “anticipates,” “believes,”
“could,” “approximates,” “estimates,” “may,” “intends,” “predicts,” “projects,”
“plans,” or “will,” or the negative of those words or other terminology. These
statements are not guarantees of future performance and involve certain 
known and unknown inherent risks, uncertainties and other factors that are
difficult to predict; our actual results could differ materially from those
expressed in these forward-looking statements.  The cautionary
factors, risks and other factors presented should not be construed as
exhaustive.   Other risks not presently known to us, or that we
currently believe are immaterial, could also adversely affect our business,
financial condition or results of operations.
  Each forward-looking
statement should be read in context with, and with an understanding of, the
various disclosures concerning our business made elsewhere in this Quarterly
Report, as well as other public reports filed by us with the United States
Securities and Exchange Commission. Readers should not place undue reliance on
any forward-looking statement as a prediction of actual results of developments.
Except as required by applicable law or regulation, we undertake no obligation
to update or revise any forward-looking statement contained in this Quarterly
Report.
 3


PART I.
              FINANCIAL INFORMATION




Item 1.
            Financial Statements


SUNRIDGE
INTERNATIONAL, INC. AND
SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
 December 31, 2009
(Unaudited) and June 30, 2009
  12/31/2009
                              
                              
                              6/30/2009ASSETSCURRENT
      ASSETSCash
      & Cash Equivalents
                              
                              $
                              298
                              
                              
                              $
                              –Inventory
                              
                              
                              1,416
                              
                              
                              
                              3,556TOTAL
      CURRENT ASSETS
                              
                              
                              1,714
                              
                              
                              
                              3,556Property
      and Equipment-Net
                              
                              
                              3,270
                              
                              
                              
                              3,669Deposits
                              
                              
                              –
                              
                              
                              
                              4,520TOTAL
      ASSETS
                              
                              $
                              4,984
                              
                              
                              $
                              11,745LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT
      LIABILITIESNotes
      payable - related parties
                              
                              $
                              435,246
                              
                              
                              $
                              289,726Notes
      payable
                              
                              
                              223,500
                              
                              
                              
                              195,300Cash
      overdraft
                              
                              
                              –
                              
                              
                              
                              2,463Advance
      payable
                              
                              
                              5,300
                              
                              
                              
                              –Accounts
      payable
                              
                              
                              447,605
                              
                              
                              
                              101,452Accrued
      interest
                              
                              
                              86,727
                              
                              
                              
                              61,553TOTAL
      LIABILITIES
                              
                              
                              1,198,378
                              
                              
                              
                              650,494Commitments
                              
                              
                              –
                              
                              
                              
                              –STOCKHOLDERS’
      EQUITY (DEFICIT)Preferred
      Stock - $0.0001 par value; 50,000,000 sharesauthorized, none
      issued or outstanding
                              
                              
                              –
                              
                              
                              
                              –Common
      Stock -  $0.001 par value; 500,000,000 shares authorized,40,000,000 and 40,000,000 shares issued and
      outstanding, respectively
                              
                              
                              40,000
                              
                              
                              
                              40,000Additional
      Paid-In Capital
                              
                              
                              12,386,970
                              
                              
                              
                              12,386,970Accumulated
      Deficit
                              
                              
                              (13,620,364
                              )
                              
                              
                              (13,065,719
                              )TOTAL
      STOCKHOLDERS’ EQUITY
      (DEFICIT)
                              
                              
                              (1,193,394
                              )
                              
                              
                              (638,749
                              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                              
                              $
                              4,984
                              
                              
                              $
                              11,745
 
 The
accompanying condensed notes are an integral part of these unaudited
consolidated financial statements.


4




SUNRIDGE INTERNATIONAL, INC. AND
SUBSIDIARIES
  UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS
 For the
Six and Three Months Ended December 31, 2009 and 2008
  Six
      Months Ended
                        
                        
                        Three
      Months Ended12/31/2009
                        
                        
                        12/31/2008
                        
                        
                        12/31/2009
                        
                        
                        12/31/2008PRODUCT
      REVENUES
                        
                        $
                        7,000
                        
                        
                        $
                        78,470
                        
                        
                        $
                        –
                        
                        
                        $
                        28,839Cost
      of Product Revenues
                        
                        
                        2,270
                        
                        
                        
                        25,133
                        
                        
                        
                        –
                        
                        
                        
                        13,233GROSS
      PROFIT
                        
                        
                        4,730
                        
                        
                        
                        53,337
                        
                        
                        
                        –
                        
                        
                        
                        15,606GENERAL
      & ADMINISTRATIVE EXPENSESEmployees
      and consultants expenses
                        
                        
                        185,600
                        
                        
                        
                        23,500
                        
                        
                        
                        185,000
                        
                        
                        
                        6,500Depreciation
                        
                        
                        399
                        
                        
                        
                        399
                        
                        
                        
                        200
                        
                        
                        
                        200Reorganization
      costs
                        
                        
                        189,673
                        
                        
                        
                        –
                        
                        
                        
                        13,150
                        
                        
                        
                        –Selling
      and marketing expenses
                        
                        
                        –
                        
                        
                        
                        17,045
                        
                        
                        
                        –
                        
                        
                        
                        10,045Legal
      and professional fees
                        
                        
                        108,673
                        
                        
                        
                        8,002
                        
                        
                        
                        72,584
                        
                        
                        
                        7,002Rent
      expense
                        
                        
                        32,920
                        
                        
                        
                        27,120
                        
                        
                        
                        13,560
                        
                        
                        
                        13,560Telephone
      and utilities
                        
                        
                        1,839
                        
                        
                        
                        4,976
                        
                        
                        
                        593
                        
                        
                        
                        1,312Office
      expenses
                        
                        
                        1,730
                        
                        
                        
                        22,666
                        
                        
                        
                        1,484
                        
                        
                        
                        10,610Freight
                        
                        
                        107
                        
                        
                        
                        798
                        
                        
                        
                        93
                        
                        
                        
                        –Insurance
                        
                        
                        5,345
                        
                        
                        
                        14,416
                        
                        
                        
                        5,230
                        
                        
                        
                        7,781Other
      general & administrative expenses
                        
                        
                        2,114
                        
                        
                        
                        1,037
                        
                        
                        
                        1,366
                        
                        
                        
                        671TOTAL
      GENERAL & ADMINISTRATIVE EXPENSES
                        
                        
                        528,400
                        
                        
                        
                        119,959
                        
                        
                        
                        293,260
                        
                        
                        
                        57,681LOSS
      FROM OPERATIONS
                        
                        
                        (523,670
                        )
                        
                        
                        (66,622
                        )
                        
                        
                        (293,260
                        )
                        
                        
                        (42,075
                        )OTHER
      INCOME (EXPENSE)Other
      income
                        
                        
                        –
                        
                        
                        
                        1,754
                        
                        
                        
                        –
                        
                        
                        
                        745Interest
      expense
                        
                        
                        (30,975
                        )
                        
                        
                        (27,931
                        )
                        
                        
                        (15,810
                        )
                        
                        
                        (14,495
                        )(30,975
                        )
                        
                        
                        (26,177
                        )
                        
                        
                        (15,810
                        )
                        
                        
                        (13,750
                        )NET
      LOSS
                        
                        $
                        (554,645
                        )
                        
                        $
                        (92,799
                        )
                        
                        $
                        (309,070
                        )
                        
                        $
                        (55,825
                        )Basic
      and diluted net loss per share
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.00
                        )–Weighted
      average shares outstanding
                        
                        
                        40,000,000
                        
                        
                        
                        40,000,000
                        
                        
                        
                        40,000,000
                        
                        
                        
                        40,000,000
  The
accompanying condensed notes are an integral part of these unaudited
consolidated financial statements.


5
 SUNRIDGE
INTERNATIONAL, INC. AND SUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITYFor the Six Months Ended December 31,
2009
 Additional
                          
                          
                          
                          
                          
                          Stockholders’Common
      Stock
                          
                          
                          Paid-In
                          
                          
                          Accumulated
                          
                          
                          EquityShares
                          
                          
                          Par
      Value
                          
                          
                          Capital
                          
                          
                          Deficit
                          
                          
                          (Deficit)BALANCE
      AT JULY 1, 2008
                          
                          
                          19,450,000
                          
                          
                          $
                          19,450
                          
                          
                          $
                          12,407,520
                          
                          
                          $
                          (12,828,816
                          )
                          
                          
                          (401,846
                          )Effect
      of recapitalization (See Note 1):Stock
      Retired
                          
                          
                          (12,500,000
                          )
                          
                          
                          (12,500
                          )
                          
                          
                          12,500
                          
                          
                          
                          –
                          
                          
                          
                          –Issuance
      of Common Stock
                          
                          
                          33,050,000
                          
                          
                          
                          33,050
                          
                          
                          
                          (33,050
                          )
                          
                          
                          –
                          
                          
                          
                          –BALANCE  AT
      JULY 1, 2008RECAPITALIZED
                          
                          
                          40,000,000
                          
                          
                          
                          40,000
                          
                          
                          
                          12,386,970
                          
                          
                          
                          (12,828,816
                          )
                          
                          
                          (401,846
                          )Net
      loss
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          (236,903
                          )
                          
                          
                          (236,903
                          )BALANCE
      AT JUNE 30, 2009
                          
                          
                          40,000,000
                          
                          
                          
                          40,000
                          
                          
                          
                          12,386,970
                          
                          
                          
                          (13,065,719
                          )
                          
                          
                          (638,749
                          )Net
      loss
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          (554,645
                          )
                          
                          
                          (554,645
                          )BALANCE
      AT DECEMBER 31, 2009
                          
                          
                          40,000,000
                          
                          
                          $
                          40,000
                          
                          
                          $
                          12,386,970
                          
                          
                          $
                          (13,620,364
                          )
                          
                          $
                          (1,193,394
                          )
 The
accompanying condensed notes are an integral part of these unaudited
consolidated financial statements.
  6
 
  SUNRIDGE
INTERNATIONAL, INC. AND SUBSIDIARIES
  UNAUDITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For
the Six Months Ended December 31, 2009 and 2008
 Six
      Months Ended12/31/2009
                          
                          
                          12/31/2008INCREASE
      (DECREASE) IN CASH AND CASH EQUIVALENTS:CASH
      FLOW FROM OPERATING ACTIVITIES:Net
      Loss
                          
                          
                          (554,645
                          )
                          
                          
                          (92,799
                          )Adjustments
      to reconcile net income to net cash used by operating
      activities:Depreciation
                          
                          
                          399
                          
                          
                          
                          399Reorganization
      costs
                          
                          
                          189,673
                          
                          
                          
                          –Changes
      in Assets and Liabilities:Deposits
                          
                          
                          4,520
                          
                          
                          
                          –Inventory
                          
                          
                          2,140
                          
                          
                          
                          11,027Accounts
      receivable
                          
                          
                          –
                          
                          
                          
                          (18,347
                          )Accounts
      payable and advances
                          
                          
                          299,975
                          
                          
                          
                          11,022Accrued
      interest
                          
                          
                          25,174
                          
                          
                          
                          18,027NET
      CASH USED IN OPERATING ACTIVITIES
                          
                          
                          (32,764
                          )
                          
                          
                          (70,671
                          )CASH
      FLOWS FROM FINANCING ACTIVITIESRepayment
      on Notes Payable, Related Party
                          
                          
                          (3,700
                          )
                          
                          
                          (24,400
                          )Proceeds
      from borrowings, Related Party
                          
                          
                          11,025
                          
                          
                          
                          60,000Proceeds
      from borrowings
                          
                          
                          28,200
                          
                          
                          
                          35,550Overdraft
      repayment
                          
                          
                          (2,463
                          )
                          
                          
                          (410
                          )NET
      CASH  PROVIDED BY FINANCING ACTIVITIES
                          
                          
                          33,062
                          
                          
                          
                          70,740Net
      change in cash and cash equivalents
                          
                          
                          298
                          
                          
                          
                          69CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                          
                          
                          –
                          
                          
                          
                          –CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                          
                          
                          298
                          
                          
                          
                          69Supplemental
      disclosure of cash flow information:Cash
      paid during the six months for interest
                          
                          
                          5,801
                          
                          
                          
                          9,904Cash
      paid for income taxes
                          
                          
                          –
                          
                          
                          
                          –
 
 The accompanying condensed
notes are an integral part of these unaudited consolidated financial
statements.
 7
 
 SUNRIDGE
INTERNATIONAL, INC. AND SUBSIDIARIES
 
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
  NOTE 1 – ORGANIZATION AND
DESCRIPTION OF BUSINESS
 
 Ophthalmic International, Inc. (“OI”)
was incorporated in March 1997 in the state of Nevada. OI had been a
wholly-owned subsidiary of Coronado Industries, Inc. until January 26, 2007,
when OI and its subsidiaries were purchased from Coronado Industries, Inc. for
cash and other consideration.
 
 Tari,
Inc. (“Tari”) was incorporated on May 2, 2001 under the laws of the State of
Nevada and located in Toronto, Ontario, Canada.
 
 In
September 2009, Tari consummated an Agreement of Share Exchange and Plan of
Reorganization (the “Agreement”) with OI. Pursuant to the Agreement, Tari agreed
to issue an aggregate of 33,050,000 shares of its restricted common stock to the
shareholders of OI in exchange for all the issued and outstanding common stock
shares of OI.
 
 The
exchange of shares has been accounted for as a reverse acquisition in the form
of a recapitalization with OI as the “accounting acquirer.” Prior to the
acquisition, Tari changed its name to SunRidge International, Inc. (hereinafter
referred to as “SunRidge” or the “Company”).  Following the
acquisition, OI became the wholly-owned subsidiary of
SunRidge.  SunRidge has adopted a fiscal year end of June 30.
Operations after the acquisition will be based in Fountain Hills, Arizona, where
the Company intends to manufacture and market a patented Vacuum Fixation Device
and patented suction rings to major medical supply companies and health care
providers throughout the world.  As a recapitalization the accompanying
financial statements represent the activity of OI.
 
 GOING
CONCERN
 
 The
Company’s financial statements are presented on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. Ophthalmic International, Inc. has not made an
operating profit since 1996. Further, the Company has a working capital deficit
of $(1,196,664) and a negative net worth of $(1,193,394) as of December 31,
2009. As a result, the independent registered public accounting
firm issued a going concern opinion on the financial statements of SunRidge for
the fiscal year ended June 30, 2009.
  The
consolidated financial statements do not include any adjustments to reflect
the possible future effects of the recoverability and classification of assets
or the amounts and classifications of liabilities that may result from the
uncertainty of the Company’s ability to continue as a going concern
 8
 SUNRIDGE
INTERNATIONAL, INC. AND SUBSIDIARIES
 
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
  BASIS
OF PRESENTATION
 
 In the
opinion of management, the accompanying consolidated financial statements
reflect all adjustments (consisting of normal recurring accruals) necessary to
present fairly the Company’s financial position as of December 31, 2009 and the
results of its operations, changes in stockholders’ deficit, and cash flows for
the six months ended December 31, 2009. Although management believes that the
disclosures in these consolidated financial statements are adequate to make the
information presented not misleading, certain information and footnote
disclosures normally included in financial statements that have been prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to the rules and regulations of
the Securities Exchange Commission.
 
 The
result of operations for the six months ended, December 31, 2009, are not
necessarily indicative of the results that may be expected for the full year
ending June 30, 2010. The accompanying consolidated financial statements should
be read in conjunction with the more detailed consolidated financial statements,
and the related footnotes thereto, filed with the Company’s current report on
Form 8-K filed October 2, 2009.
 
 PRINCIPLES
OF CONSOLIDATION
 
 The
consolidated financial statements include the financial position, results of
operations, cash flows and changes in stockholders’ equity (deficit) of the
Company and its wholly-owned subsidiaries. All material intercompany
transactions, accounts and balances have been eliminated.
 
 USE
OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
 
 CASH
AND CASH EQUIVALENTS
 
 Cash and
cash equivalents are considered to be all highly liquid investments purchased
with an initial maturity of three (3) months or less.
 9
 SUNRIDGE
INTERNATIONAL, INC. AND SUBSIDIARIES
 
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 2 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)
  INVENTORIES
 
 Inventories
consist primarily of materials and parts and are stated at the lower of cost, as
determined on a first-in, first-out (FIFO) basis, or market.
 
 ACCOUNTS
RECEIVABLE
 
 The
Company follows the allowance method of recognizing uncollectible accounts
receivable.  The allowance method recognizes bad debt expense as a
percentage of accounts receivable based on a review of the individual accounts
outstanding and the Company’s prior history of uncollectible accounts
receivable. As of December 31, 2009 the Company has no allowance for
uncollectible accounts receivable, as the receivable balance is zero. The
Company does not record interest income on delinquent receivable balances until
it is received.
 
 PROPERTY
AND EQUIPMENT
 
 Property
and equipment are stated at cost. Maintenance and repairs that neither
materially add to the value of the property nor appreciably prolong its life are
charged to operations as incurred.  Betterments or renewals are
capitalized when incurred. Depreciation is provided using accelerated methods
over the following useful lives:
  Office
      furniture & Equipment
                    
                    5 – 7
  YearsMachinery
                    
                    5 – 7
  YearsLeasehold
      Improvements
                    
                    5 – 39
      Years
  LONG-LIVED
ASSETS
 
 We review
long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  Assets to be disposed of are reported at the lower of
carrying amount or fair value less cost to sell.
 
 10
 
 SUNRIDGE
INTERNATIONAL, INC. AND SUBSIDIARIES
 
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 2 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 DEFERRED
INCOME TAXES
 
 Deferred
income taxes are provided on an asset and liability method, whereby deferred tax
assets are recognized for deductible temporary differences and operating loss
and tax credit carry forwards and deferred tax liabilities are recognized for
taxable temporary differences.  Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.
 
 LOSS
PER SHARE
 
 Basic
loss per share includes no dilution and is computed by dividing loss to common
stockholders by the weighted average number of common shares outstanding for the
period.  The effect of the recapitalization is included in all periods
presented.  There are no dilutive securities outstanding as of December 31,
2009 or 2008.
 
 FAIR
VALUE OF FINANCIAL INSTRUMENTS
 
 The
carrying values of our financial instruments included in current assets and
current liabilities approximated their respective fair values at each balance
sheet date due to the immediate or short-term maturity of these financial
instruments.  The fair value of long-term notes payable is based on
current rates at which we could borrow funds with similar remaining
maturities.
 
 RECENT
ACCOUNTING PRONOUNCEMENTS
 
 With the
exception of those discussed below, there have been no recent accounting
pronouncements or changes in accounting pronouncements during the six months
ended December 31, 2009, that are of significance, or potential significance, to
us.
  11
 
 SUNRIDGE
INTERNATIONAL, INC. AND SUBSIDIARIES
 
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 2 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)
 RECENT
ACCOUNTING PRONOUNCEMENTS (Continued)





In
October 2009, the FASB issued guidance on revenue recognition for
multiple-deliverable revenue arrangements. The guidance is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010 and addresses how to separate
deliverables and how to measure and allocate arrangement consideration to one or
more units of accounting. The Company is currently assessing the impact of this
guidance on its financial position and results of operations.





REVENUE
RECOGNITION





The
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred or services have been rendered, our price is fixed or
determinable, and collection is reasonably assured. We recognize revenue on our
standard products when title passes to the customer upon shipment. The standard
products do not have customer acceptance criteria. The Company has standard
rights of return that are accounted for as a warranty provision. The Company
does not have any price protection agreements or other post shipment
obligations. For custom equipment where customer acceptance is part of the sales
agreement,  revenue will be recognized when the customer has accepted
the product. In cases where custom equipment does not have customer acceptance
as part of the sales agreement, revenue will be recognized upon shipment, as
long as the system meets the specifications as agreed upon with the customer.
Certain transactions may have multiple deliverables, with the deliverables
clearly defined. To the extent that the secondary deliverables are other than
perfunctory, the Company will recognize the revenue on each deliverable as it is
delivered, if separable, or on the completion of all deliverables, if not
separable.





NOTE 3 –
EQUITY





In
September 2009 Tari, Inc. completed a five for one forward stock split which
brought the shares outstanding of Tari, Inc. from 3,890,000 to 19,450,000. The
five-for-one forward split has been accounted for retroactively for all periods
presented.





The
President of Tari, Inc. contributed 12,500,000 shares of common stock to the
Company as part of the exchange of share with Ophthalmic International,
Inc.





In
September, 2009 Tari consummated an Agreement of Share Exchange and Plan of
Reorganization (the “Agreement”) with OI.
Pursuant to the Agreement Tari agreed to issue an aggregate of 33,050,000 shares
of its restricted common stock to all of the shareholders of OI in exchange for
all the issued and outstanding common stock shares or OI.





12


SUNRIDGE
INTERNATIONAL, INC. AND SUBSIDIARIES
 
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 – SUBSEQUENT
EVENTS





The
Company has evaluated subsequent events through February 22, 2010.





Between
January 1, 2010 and February 5, 2010, we received loans in the total amount of
$238,355 from two non-affiliated sources and our President. $190,005 of this
amount was used to pay off the debt owed to third parties and Theodore Tsagkris,
our prior President, Secretary, Treasurer and Director at December 31, 2009, as
required by the agreement between Ophthalmic International, Inc. and the
Company. After the payments of these debts, Mr. Tsagkris resigned as a Director
of the Company, effective February 11, 2010.




13
 SUNRIDGE INTERNATIONAL, INC.
 Item
      2.
                      Management’s Discussion and Analysis of Financial Condition and
      Results of Operations.


Overview
  The following is a
discussion of the financial condition of the Company as of December 31, 2009 and
June 30, 2009, and results of operations of the Company as of and for the
periods ended December 31, 2009 and 2008.  This discussion should be
read in conjunction with the Financial Statements of the Company and the related
notes included in the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission ("SEC") on October 2, 2009.
 On
September 5, 2009, we entered into an Agreement of Share Exchange and Plan of
Reorganization (the “Share Exchange Agreement”) and consummated a share exchange
(the “Share Exchange”) with Ophthalmic International, Inc. (“OI”), a Nevada
corporation.  The closing date of the transaction was September 29, 2009
(the “Closing Date”) and resulted in the acquisition of OI (the
“Acquisition”).  Pursuant to the terms of the Share Exchange
Agreement, we acquired all of the outstanding capital stock of OI from the five
OI shareholders, and the OI shareholders transferred and contributed all of
their share interests in OI to us .  In
exchange, we issued to the OI shareholders 33,050,000 shares, or approximately
82.6% of our common stock.  On the Closing Date, OI became our wholly
owned subsidiary.
 Ophthalmic
International, Inc.
 OI was
founded in 1997 and until January 2007, was a subsidiary of Coronado Industries,
Inc., a publicly traded company.  In January 2007, OI was acquired by G.
Richard Smith, OI’s President and majority shareholder and former Chairman,
Director and principal shareholder of Coronado Industries, Inc.  Since
January 2007, OI has operated as a private company.  At one time OI
attempted a merger with a public company, but the terms were unsatisfactory so
the deal was not consummated and OI remained private.
 Since
1997, Ophthalmic International, Inc. has manufactured and marketed a fixation
device with a patented designed suction ring that treats Open Angle and
Pigmentary glaucoma.
 
 In the
United States, glaucoma is the second leading cause of blindness affecting
approximately 3,000,000 persons. Of those, about 60,000 are legally blind. If
detected and treated early, glaucoma need not cause blindness or even severe
vision loss. While there is no cure for glaucoma, we believe that our
patented device and process provide an effective treatment for afflicted persons
and that a significant global market for our patented process, equipment and
rings currently exists. OI has not yet received FDA approval for sale of its
products in the United States and at this time it appears OI’s sales in Europe
and Canada will be negatively impacted until such FDA approval is
obtained.
 14
 SUNRIDGE INTERNATIONAL, INC.
 Glaucoma
may have many forms which cause or present a feature of progressive damage to
the optic nerve due to increased pressure within the eyeball. As the optic nerve
deteriorates, blind spots and patterns develop. If left untreated, the result
may be total blindness. The space between the lens and the cornea in the eye is
filled with a fluid called the aqueous humor. This fluid circulates from behind
the colored portion of the eye (the iris) through the opening at the center of
the eye (pupil) and into the space between the iris and cornea. The aqueous
humor is produced constantly, so it must be drained constantly. The drain is at
the point where the iris and cornea meet, known as the drainage angle, which
directs fluid into a channel (Schlemm’s canal) that then leads it to a system of
small veins outside the eye. When the drainage angle does not function properly,
the fluid cannot drain and pressure builds up within the eye. Pressure also is
exerted on another fluid in the eye, the vitreous humor behind the lens, which
in turn presses on the retina. This pressure affects the fibers of the optic
nerve, slowly damaging them. The result over time is a loss of
vision.
 Results of
Operations
 Three
Months Ended December 31, 2009
 
 The
Company’s
revenues in the quarter ended December 31, 2009 decreased by $28,839 and we had
no sales during the quarter.  This sales decrease resulted from the
lack of working capital for marketing efforts and an economically depressed
European market for our
product.
  In
October 2009, we entered into an agreement with a consultant experienced in
marketing medical equipment in Europe to continue his efforts to cause the
national health care systems in France and Italy to provide payments to doctors
in those countries who treat glaucoma patients with our PNT
product.  Such a decision by the French and/or Italian national health
care systems would provide a great stimulus to our marketing efforts in
Europe.  We agreed to pay this consultant $180,000 plus expenses by
February 1, 2010 in consideration for his past and future efforts on behalf of
the Company.  As of February 16, 2010, we had not paid any monies to
this consultant, although the contract has been expensed as of December 31,
2009.  We are hopeful that a positive decision by the French or
Italian national health care systems will be forthcoming in the near
future.
 Our total
general and administrative expenses increased dramatically in the 2009 quarter
in comparison to the 2008 quarter as a result of the European consultant expense
described above.  Legal and Professional Expenses increased dramatically
during the 2009 quarter as a result of the reverse acquisition of SunRidge by
Ophthalmic completed in September 2009.  Selling and Marketing
Expenses decreased in the 2009 quarter from the 2008 quarter as a result of
ceased product promotion activities in 2009. Insurance expenses decreased in the
2009 quarter from the 2008 quarter because we changed our products
liability insurance carrier in 2009. Our Employees and Consultants Expenses may
increase in 2010 as we commence paying salaries to our officers and hire
additional personnel, assuming we can obtain sufficient working capital. We are
likely to incur additional research and development expenses in 2010 as we apply
to the FDA for our U.S. clinical study protocols.  There is no
assurance that we will ever be profitable.
  15
 SUNRIDGE INTERNATIONAL, INC.
  Liquidity
and Capital Resources
 
 We
suffered a severe liquidity shortage in fiscal years 2008 and 2009. Through
December 31, 2009, we have borrowed a total of approximately $659,000, including
$277,051 from our President and his family.  These loans bear interest
at annual rates from 12% to 18% and all of these loans are due on demand or
prior to June 30, 2010. Our interest expense during the quarter ended December
31, 2009 increased by 10.9% ($3,044) from the prior year as a result of
receiving new loans during the quarter.  Without substantial funding
in the very near future, our liquidity shortage will become
critical.  We are hopeful we will be able to obtain substantial
funding in the near term and the long term, but we presently have no agreements
or arrangement to obtain any such funds.  (See "Subsequent Events" and
"Part II Item 1. Legal Proceedings" below.)
 The
consolidated financial statements contained in this Form 10-Q have been prepared
assuming we will continue to operate and do not include any adjustments that
might be necessary if we are unable to continue as a going concern. Our
independent registered public accountants issued a going concern qualification
to their audit report on our consolidated financial statements for the fiscal
year ended June 30, 2009 and that qualification would have been extended through
the quarter ended December 31, 2009.
 
 Our
French distributor has completed a clinical study of French PNT patients which
we believe will be an acceptable substitute for the Canadian clinical study we
had previously planned.  In the future, we are hopeful we can
negotiate for a potential U.S. distributor of the PNT product to finance the
U.S. clinical study required for FDA approval.  If we are required to
fund our U.S. clinical study, the cost could approach $5
Million.  Without FDA approval our revenues will be totally dependent
on foreign sales.
 From
October 1, 2009 to December 31, 2009, G. Richard Smith, loaned the Company an
additional $9,025.  This loan bears an interest rate of 12% per annum
and is due on demand.  At December 31, 2009, G. Richard Smith was owed
$195,051 by the Company and Gary R. Smith was owed $11,500.
  As of
June 30, 2009, Theodore Tsagkaris, our prior President, Secretary, and Treasurer
and a Director at December 31, 2009, was owed $138,193 for advances to the
Company and $30,000 for accrued management fees.  These debts are
unsecured and are non-interest bearing.  The Share Exchange Agreement
provides that these sums, and $21,812 of accounts payable owed to third parties,
will be paid in three equal payments within four months of the closing of the
Share Exchange Agreement.  The Share Exchange Agreement also provides
that upon the payment in full of these Company debts, Mr. Tsagkaris will resign
as a Director of the Company.  During the quarter ended December 31, 2009,
no additional debt was accrued to Mr. Tsagkaris.
 On April
18, 2008, Marston & Webb, Inc. loaned Ophthalmic International
$20,000.  This loan bears an interest rate of 12% per annum and is due
on demand.  On September 29, 2009, Victor Webb, a principal on Marston
& Webb, Inc., became a Director of the Company.  At December 31,
2009, Marston & Webb, Inc. was owed $20,000 of principal and accrued
interest thereon.
  16
 SUNRIDGE INTERNATIONAL, INC.
  Six
Months Ended December 31, 2009
 
 The
Company’s revenues in the six-month period ended December 31, 2009 were $7,000,
a decrease of $71,470 from the prior year period. This sales decrease resulted
from the lack of working capital for marketing efforts and an economically
depressed European market for our product. Our gross margin decreased only
slightly in the 2009 period as a percentage of
revenues.
 Our
general and administrative expenses increased dramatically in the 2009 six-month
period in comparison to the 2008 period  as a result of the
reorganization costs of the reverse acquisition of SunRidge by Ophthalmic
International in the first quarter of the year and the European consultant
expense in the second quarter.  Employees and Consultants Expenses
increased by $162,100 in the 2009 period as a result of the European consultant
expense in the second quarter.  Legal and Professional Expenses
increased dramatically during 2009 period as a result of the reverse acquisition
of SunRidge by Ophthalmic completed in September 2009 and the subsequent SEC
filing expenses.  Selling and Marketing Expenses decreased in the 2009
period from the 2008 period as a result of lack of working capital for marketing
activities in 2009. Insurance expenses decreased in the 2009 period from the
2008  period because we changed our products liability insurance
carrier in 2009.  Our Rent Expense increased during the 2009 period as
a result of interest and penalty charges by our landlord for non-payment earlier
in the year. Our Employees and Consultants Expenses may increase in 2010 as we
commence paying salaries to our officers and hire additional personnel, assuming
we can obtain sufficient working capital. We are
likely to incur additional research and development expenses in 2010 as we apply
to the FDA for our U.S. clinical study protocols. There is no assurance that we
will ever be profitable.
 
 Subsequent
Events
 
 Between
January 1, 2010 and February 5, 2010, we received loans in the total amount of
$238,355 from two non-affiliated sources and our President. $190,005 of this
amount was used to pay off the debt owed to third parties and Theodore Tsagkris,
our prior President, Secretary, Treasurer and Director at December 31, 2009, as
required by the agreement between Ophthalmic International, Inc. and the
Company.  After the payments of these debts, Mr. Tsagkris resigned as
a Director of the Company, effective February 11,
2010.


Item
      3.
                                            Quantitative and Qualitative Disclosures About Market
      Risk.
 Not
applicable.
 17
 SUNRIDGE INTERNATIONAL, INC.
 Item
      4T.
                                                                          Controls and Procedures.
 Management is
responsiblefor
establishing and maintaining adequate internal control over financial reporting
for the small business issuer.  The Company’s Chief Executive Officer
and Chief Financial Officer have concluded, based on an evaluation required by
paragraph (b) of Section 240.13a-15 or 240.15d-15 of the Rules of the Securities
Exchange Act of 1934 (the “Exchange Act”), conducted as of the end of the period
covered by this Quarterly Report on Form 10-Q, that the Company’s disclosure
controls and procedures (as defined in Exchange Act Rules 13a–15(e) or
240.15d-15(e)) have functioned effectively.   For purposes
of this Item, the term “disclosure controls and procedures” means controls and
other procedures of the Company that are designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
 There
have been no changes in the Company’s internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of
Section 240.13a-15 or 240.15d-15 of the Rules of the Exchange Act, that occurred
during the Company’s last fiscal quarter that have materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
 As
directed by Section 404 of the Sarbanes-Oxley Act, the Securities and Exchange
Commission adopted rules requiring each public company to include a report of
management on the company’s internal controls over financial reporting in its
annual reports.  In addition, the independent registered public
accounting firm auditing a company’s financial statements must also attest to
the effectiveness of the company’s internal controls over financial reporting.
While we were not subject to these requirements for the fiscal year ended
June 30, 2009, we will be subject to these requirements beginning fiscal
year 2010.
  While
we expect to expend significant resources in developing the necessary
documentation and testing procedures required by Section 404 of the
Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely
with all of the requirements imposed by this rule.  In the event that
we are unable to receive a positive attestation from our independent registered
public accounting firm with respect to our internal controls, investors and
others may lose confidence in the reliability of our financial statements and
our stock price and ability to obtain equity or debt financing as needed could
suffer.
  In
addition, in the event that our independent registered public accounting firm is
unable to rely on our internal controls in connection with its audit of our
financial statements, and in the further event that it is unable to devise
alternative procedures in order to satisfy itself as to the material accuracy of
our financial statements and related disclosures, it is possible that we would
be unable to file our Annual Report on Form 10-K with the Securities and
Exchange Commission, which could also adversely affect the market price of our
common stock and our ability to secure additional financing as
needed.
 18
 SUNRIDGE INTERNATIONAL, INC.


PART II.
                                  OTHER INFORMATION
 Item 1.
                                Legal
  Proceedings.
 
 At
December 31, 2009, a number of accounts payable creditors, including our
landlord and our patent attorney, were threatening litigation over the
non-payment of their long-standing debts.  In January 2010, we
commenced negotiations with certain creditors for the repayment of their entire
debt during 2010, based upon expected financing during 2010. There is no
assurance our efforts to negotiate with our creditors will be resolved without
litigation.
  Item 1A.
                                  Risk Factors.
 Not
applicable.
 Item 2.
                Unregistered Sales of Equity Securities and Use of
      Proceeds.
 None.
 Item 3.
                Defaults Upon Senior Securities.
  None.
  Item 4.
                Submission of Matters to a Vote of Security
      Holders.
 None.
 Item 5.
                Other Information.
 None.
 19
  SUNRIDGE INTERNATIONAL, INC.
 Item 6.
                Exhibits


Exhibit
      No.
                        
                        Description31.1*
                        
                        Certification by
      Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
      *31.2*
                        
                        Certification by
      Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
      *32.1*
                        
                        Certification by
      Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act *32.2*
                        
                        Certification by
      Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act
  *
  *
                          Filed herewith.
 20
 SUNRIDGE INTERNATIONAL, INC.
 Signatures
  Pursuant to the
requirements of the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.


SUNRIDGE INTERNATIONAL, INC.Dated:   February
      22, 2010
                                          By:
                                          /s/  G. Richard
      SmithG.
      Richard Smith
                                            President
      andChief Executive
      Officer
                                            (Principal Executive
      Officer)
 Dated:   February
      22, 2010
                                                By:
                                                /s/  Gary R.
      SmithGaryR.
      Smith
                                                  Secretary/Treasurer,
                                                      Chief
      Financial Officer and Director
                                                      (Principal
      Accounting Officer)
 21