Resignation of Independent Registered Public Accounting Firm

On March 16, 2017, Marcum LLP (“Marcum”) resigned as the
independent registered public accounting firm of J.E.M. Capital,
Inc., formerly known as Zosano, Inc. (the “Company”).

Marcum did not issue any reports on the Company’s financial
statements during the period from May 10, 2016, the date of
engagement through March 16, 2017, the date of resignation,
although Marcum performed a review of the Company’s financial
statements for the quarters ended March 31, June 30 and September
30, 2016. During such period, (i) there were no disagreements
with Marcum on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of
Marcum, would have caused them to make reference to the subject
matter of the disagreements in its reports on the financial
statements for such year; and (ii) there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K. As of
each of December 31, 2015 and 2014, material weaknesses existed
in the Company’s internal control over financial reporting
related to the fact that we did not maintain an accounting
function due to the nature of operations as a shell company. We
did not have adequate policies and procedures in place to ensure
the timely, effective review of estimates, assumptions and
account reconciliations and analysis as well as to ensure and
maintain effective disclosure controls. The material weaknesses
and the Company’s remediation efforts are further described in
Item 9A to the 2015 Form 10-K and 2014 Form 10-K. These material
weaknesses have not been remediated as of the date of this
Current Report on Form 8-K.

We have provided a copy of the above disclosures to Marcum and
requested Marcum to provide it with a letter addressed to the
U.S. Securities and Exchange Commission stating whether or not it
agrees with the above disclosures. A copy of Marcum’s response
letter is attached hereto as Exhibit 16.1.

Exhibit No.		Description
Exhibit 16.1		Letter from Marcum LLP.