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

SCHEDULE 13G
Under the Securities Exchange Act of 1934

Xynergy Holdings, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

984154104
(CUSIP Number)

April 15, 2010
(Date of Event Which Requires Filing of this Statement)

CUSIP No. 984154104

Item 1: REPORTING PERSONS
Pinnacle Associates Ltd. (Tax ID: 13-3220717)

Item 4: CITIZENSHIP
New York Corporation

Item 5: SOLE VOTING POWER
2,536,667                **see Note 1**

Item 6: SHARED VOTING POWER
None

Item 7: SOLE DISPOSITIVE POWER
2,536,667                **see Note 1**

Item 8: SHARED DISPOSITIVE POWER
None

Item  9: AGGREGATE AMOUNT BENEFICIALLY OWNED
2,536,667                                ** see Note 1 **

Item 11: PERCENT OF CLASS REPRESENTED BY ITEM 9
634

Item 12: TYPE OF REPORTING PERSON
IA
- -----------------------------------------------------------
ITEM 1(A).  NAME OF ISSUER

Xynergy Holdings, Inc.

ITEM 1(B).  ADDRESS OF ISSUER

4770 Biscayne Blvd., Suite 1480
Miami, FL 33137

ITEM 2(A).  NAME OF PERSON FILING

PINNACLE ASSOCIATES LTD.

ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE

335 Madison Avenue, 11th Floor, New York, NY 10017

ITEM 2(C).  CITIZENSHIP

New York Corporation

ITEM 2(D).  TITLE OF CLASS OF SECURITIES

Common Stock


ITEM 2(E).  CUSIP NUMBER
984154104

ITEM 3.     This statement is filed pursuant to Rule 13d-1 (b), or
13d-2 (b) and the person filing is an investment advisor
registered under section 203 of the Investment Advisers
Act of 1940.

ITEM 4.     OWNERSHIP
ITEM 4(a).  AMOUNT BENEFICIALLY OWNED
    2,536,667                                     ** see Note 1 **
ITEM 4(b).  PERCENT OF CLASS
634
ITEM 4(c).  NUMBER OF SHARE AS TO WHICH SUCH PERSON HAS:
(i).  SOLE POWER TO VOTE OR DIRECT THE VOTE
    2,536,667                                     ** see Note 1 **
(ii).  SHARED POWER TO VOTE OR TO DIRECT THE VOTE
None
(iii).  SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF
    2,536,667                                     ** see Note 1 **
(iv).  SHARE POWER TO DISPOSE OR TO DIRECT DISPOSISTION OF
None
**Note 1**
Pinnacle Associates, Ltd. ("Pinnacle"), an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940, furnishes
investment advice on a discretionary basis to its clients. In its role as
investment adviser, Pinnacle possesses voting and/or investment power over
the securities of the Issuer described in this schedule.

ITEM 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that
the reporting person has ceased to be the
beneficial owner of more than five percent of the class
of securities, check the following: [ ]

ITEM 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON
All securities reported in this schedule are owned by advisory
clients of Pinnacle Associates, Ltd., no one of which to the
knowledge of Pinnacle Associates, Ltd. owns more than 5% of
the class.

ITEM 7.     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
     ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not Applicable

ITEM 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable

ITEM 9.     NOTICE OF DISSOLUTION OF GROUP
Not Applicable

ITEM 10.    CERTIFICATION
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete are correct.

Signature

Gail Mannix
Chief Compliance Officer
April 21, 2010