Chapter 7 liquidating trustee failed to state a claim to recover assets transferred by debtor on the basis of a fraudulent transfer where the asset had been transferred as pre-petition sale in exchange for promise of preferred stock in the purchaser to be issued in six months. Consequently the complaint did not plead a fraudulent transfer but rather a claim for breach of contract despite the purchaser’s failure to eventually issue the stock and the purchaser’s subsequent fraudulent transfer of its assets to third-parties. Moreover liquidating trustee’s claim that the asset sold by had been converted pre-petition by purchaser, that title therefore remained with the trustee and defendants were therefore liable for conversion of the assets, was dismissed. Complaint failed to state a fiduciary relation between debtor and the purchasers that would give rise to a conversion claim on behalf of the debtor.