NSEH Corporate Presentation Abbreviated Version

Making the World a Better Place by Reducing Carbon Emissions

Investor Presentation

May 9, 2016


Corporate Team Kevin Yates

Chairman/Acting CFO

Kathleen Roberton CEO

As a founding partner of Mobile Software Team, LLC, Kevin’s years of experience and expertise in assisting clients with securing financing and establishing new businesses, has helped establish the firm as an industry leader. His success in the field led him to embark in a new direction and have a more direct involvement in business. Kevin became the Chairman and CEO in 2010 after many years as a major investor in NuState Energy Holdings, Inc. As such, he took on the responsibilities of turning the company around while developing and implementing a successful business strategy. During this , Kevin worked closely with the software development team to bring a new product, GPSTrax , to market and developed key joint ventures and partnerships for the distribution of products.

Kathleen Roberton specializes in small to midsize company acquisition, public company restructuring, and in securing financing for underfunded companies. In 2011, Ms. Roberton took her first OTC Public company (ARNH) from zero to over seventeen million dollars in assets in less than six months, after which she sold the Company to make a lateral move as the CEO of Cardiff International. While with Cardiff she brought in four acquisitions, removed over three million in debt and helped raise over one million in funding. Ms. Roberton is a highly sought after consultant for manufacturers operating in diverse sectors who desire to bring their products to market in different verticals, including network marketing, franchise roll outs and online marketing.


Corporate Team

Mark Lucky is a seasoned, hands-on executive with extensive experience in senior finance and general management. He has assisted multiple rapidly growing technology companies in numerous areas including: operational, financial and strategic planning, procurement of equity and debt growth capital, legal and regulatory compliance, risk management, and human resource management. In his 10+ years of experience as CFO for a public company his focus has been improving operations, profitability, cash flow, and the balance sheet. Additional Expertise & Management Skills: • SEC and Financial Reporting (10-K, 10-Q, S-

1, etc.) • Strategic Planning & Implementation • Budget Development & Management • Financial Planning and Analysis • Contract Negotiations / M&A Integration • Key Performance Indicator Development

Mark Lucky Senior Accountant/Advisor

John Urbanowicz V. P. of Software/

Connectivity &Engineering

John Urbanowicz is considered by clients as well as co-workers and peers to be THE Subject-Matter-Expert when it comes to performance tuning and infrastructure automation and optimization. With more than 30 successful years working in the technology/software industry and having held the positions of VP and/or Director in a broad array of IT technologies and business areas, it is easy to see why. Most recently, John has been involved in the GPS arena where he has developed software in fuel optimization, asset tracking and driver performance.


Corporate Strategy

NuState is a marketing, sales, distribution and software company . Our specialty is bringing energy and emission reduction products and

devices, used primarily in transportation, furnaces, generators and other gas, diesel or fuel oil users, to the marketplace.

The Company intends to also leverage its own Patent Protected product

and verification software - GPSTrax. GPSTrax reduces fuel consumption, greenhouse gas emissions and validates carbon credits while strategically positioning itself to establish market share and gain a foothold in carbon credit markets.

The Hydrogen Fuel Enhancement System, our Trade Secret Protected

flagship product, improves the fuel efficiency of various engines and furnaces by up to 30% and reduces toxic gases and carbon emissions up to 90% depending on the application


Company History Our technology was developed over 30 years ago. This was at a time when

diesel fuel was labeled as a carcinogenic. The original design goal was to reduce poisonous gas levels of CO, CO2,

and NOX produced when diesel fuel is burned in combustion engines.

While effective at achieving this original design goal, the product was not in demand for much of the 80’s and 90’s since there was little interest or laws relative to reducing CO2 or green house emissions.

It was realized that there was an interesting by-product of the Hydrogen Fuel Enhancement device…..increased fuel efficiency.

Rising fuel costs, increased environmental awareness of global-warming, and emerging markets for carbon-credits have created a new niche.

We now have unsurpassed opportunities to take advantage of this niche and quickly grow a substantial business .


Hydrogen Fuel Enhancement Systems Applications

Off-road Mining

Construction Agriculture

Trucks Automobiles

Marine Trains

Generators Irrigation

Pumps Boilers/Furnaces

Fuel Products Equipment Vehicles


Marketing Strategy

Hydrogen Fuel Enhancement

Systems give back to our planet

Third Party Mass

Production Centers

Take advantage of current

contracts and relationships

Advertising Blitz

Sales and Distribution

through Asia JV automotive

partners


100 units currently in the field C.A.R.B. tested Instantaneous reductions of harmful gases that can easily be proven and

recorded

Numerous testimonials

10 year warranty

Fully refundable

Proof


Projected Global Sales

GPSTrax solutions, collects vehicle-based data from various separate systems and integrates that information.

It synthesizes and reformats the data into valuable, actionable information, and delivers it to end-users across the logistics value chain through secure web-based applications.

GPSTrax provides critical information, enabling verification of fuel savings and reduction of harmful emissions.

The software is “hardware agnostic” – having the unique capability of interfacing with any hardware.

Projected sales of GPSTrax is closely aligned with the sales of the Hydrogen Fuel Enhancement System. For every sale of the unit there will be a license of GPSTrax at retail price of $20 per month with a 3 year agreement. The projected revenue for the second year for GPSTrax is 1.2 million.

GPSTrax


Current Market Focus On Road Market

We will continue to work with Large Trucking Fleets to: further establish our

technology. develop distribution

agreements in overseas markets.

establish testing

opportunities with OEM for use with EGR systems.

The Global market is large, dynamic and mature.


Current Market Focus

Power Generation The Power generation consumes

tons of fuel per day. ((diesel –Heavy Fuel Oil) market is large, dynamic and mature.

Significant emitter of GHG (CO2,

Sulpher, Black Carbon, Nitrous Oxides)

Increased environmental

restrictions beginning to take effect

Fuel savings – potential to save

millions of dollars per year per unit

The agreement NSEH has with GLINS in

Suriname provides access to the Caribbean Market where generators

are the main source of electricity.


Projected global sales

Financial Projections Detailed financials are available 2017 2018 2019 Total Revenues $16,254,000 $31,176,000 $54,307,000 Gross Profit $ 8,778,000 $12,310,000 $28,509,000 Expenses $ 6,398,000 $ 5,198,000 $ 8,474,000 Net Operating profit $ 2,380,000 $ 7,122,000 $20,035,000

These projections are based on the agreements with US, Mexico and China Trucking companies and distributers.


Offering

NuState Energy Holdings has prepared an offering (the "Offering") of up to 4,000,000 shares of Series B Preferred Stock, $.25 par value (the "Shares") of NuState Energy Holdings, Inc. (the "Company"). The minimum offering amount is $10,000 ("Minimum Offering Amount"), and the maximum offering amount is $1,000,000 ("Maximum Offering Amount"). The minimum purchase per investor is 40,000 shares, or $10,000.00. Offers and sales of the Shares will be made only to "Accredited Investors" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"), which includes the Company's officers, directors and affiliates.


Disclaimer This Confidential Presentation contains certain information concerning the business and operations of NSEH. It is furnished to potential investors on a confidential basis solely for the purpose of preliminarily evaluating the Company. This memorandum is for use only by the party to whom it is transmitted. It may not be reproduced in whole or in part or used for any other purpose without the express written permission of NSEH. Any estimates and projections contained herein have been prepared by the management of the Company and involve significant elements of subjective judgment and analysis that may or may not be correct. NSEH makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained in this memorandum and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. This memorandum may not contain all of the information that may be required to evaluate an investment in the company. Any recipient should conduct his or her own independent analysis of the Company and the data contained or referenced in this document. Neither the Company nor its representatives expect to update or otherwise revise the memorandum or other materials supplied herewith. Further, any investor should consult his or her own counsel, accountant and other professional advisors as to legal, tax, accounting and related matters concerning any transaction with the Company.


Make a difference!

Change is on the horizon


Contact Information

NuState Energy Holdings, Inc. 410 East Las Olas Blvd

Ft Lauderdale, FL 33301 954-712-7487

[email protected]

Business

NSEH Corporate Presentation Abbreviated Version