Entity Structure & Reasoning

Updated

2026-06-06

The structure

                Brandon Tomkins (individual)
                          │
                          ├──────────────────────────────────┐
                          │                                  │
                          ▼                                  ▼
       Arizona Truck and Equipment, Inc.        Desert Equipment Transport, Inc.
                  (ATE — holding)                     (Brandon-owned directly
                          │                            for liability isolation)
        ┌────────┬────────┼────────┬────────┬────────┬────────┬────────┐
        ▼        ▼        ▼        ▼        ▼        ▼        ▼        ▼
       SEQ     CTP      CTR     SWTP      STR     SJB      TCR      STS
        │
        ▼
       STE     (sub-subsidiary; SEQ wholly owns STE)

Key facts

• Every entity is an INC corporation (defaults to C-Corp federal; S-Corp election status per entity pending CPA review)
• Every entity has its own EIN, books, and bank accounts
• Arizona Truck and Equipment (ATE) was formed specifically to acquire Superior Equipment (SEQ) from Joe Pierce. That acquisition seeded the family
• ATE wholly owns SEQ; SEQ wholly owns Superior Truck & Equipment (STE) — two-tier chain
• ATE directly wholly owns Cactus Truck Parts (CTP), Cactus Truck Rebuilder (CTR), Superior Water Truck Parts (SWTP), Superior Truck Rental (STR), Sedona Jeep Builders (SJB), Turo Car Rental (TCR), and Sonoran Taco Shop (STS)
• Desert Equipment Transport (DET) is the structural exception — owned by Brandon Tomkins personally (not through ATE) for liability isolation around freight operations

Why a holding structure

1. Acquisition vehicle — ATE was formed for the SEQ acquisition; that purpose carries forward as new ventures get stood up under it
2. Liability segmentation — each operating entity's INC structure limits the reach of any single judgment
3. Optionality — new ventures stand up cleanly as their own INC; eventual divestiture is straightforward; the structure scales

Why DET is outside

Freight operations have higher legal exposure profiles than the other family businesses:

• Roadway accidents
• Cargo claims
• Driver liability
• Cargo theft / damage in transit

By owning DET personally (rather than through ATE), Brandon ring-fences the ATG corporate family from any DET-side adverse event. A judgment against DET reaches Brandon's personal assets but doesn't penetrate ATE → SEQ → STE → etc.

The "no intercompany" rule

Despite the legal holding structure, the ATG dashboards and operational practice treat each entity's books independently:

• Each entity reports independently: own QB file → own DuckDB → own dashboard. No consolidated dashboard rollup across the family; no "intercompany transfer pricing" framing; no "internal customer" relationship between entities.
• Inter-entity transactions (e.g., SEQ sells a truck to STE; CTP sells used parts to SEQ; DET hauls for STE) are normal arm's-length B2B invoicing — same as any third-party vendor relationship.

For tax purposes, the affiliated INC group could potentially file consolidated (IRC §1504) — but that's a CPA decision and doesn't affect how the dashboards present each entity day-to-day.

See also:

• Ownership memory record
• Tax Analysis — open angles for CPA review

Entity classification

The family has two financial-model classes (with a holding entity as a third):

• Profit centers — SEQ, STE, STR, CTR, CTP, SWTP, SJB, TCR, DET
• Cost center — STS (break-even by design)
• Holding — ATE

See Entity classification for dashboard / Needs Action implications.

Cross-entity mechanics

Several mechanics span multiple entities. The most important:

Mechanic	Doc
SEQ → STR build-cost recovery (rents pay off the build)	seq-str-build-cost-recovery.md
CTP as the safety valve for STE / SEQ / CTR (bad-buy disposal + used-parts feedstock)	ctp-safety-valve.md
SJB + TCR coordinated Jeep play (salvage rebuild + clear-title rental)	jeep-strategy.md
SWTP → STE lead-gen funnel (parts customers → truck-sales prospects)	pending finalized documentation (framework-level only)

Historical note

This doc previously asserted ATE was a "passive owner" and the entities had no parent-subsidiary structure. Brandon corrected on 2026-06-06: - ATE IS a holding company in legal terms - ATE WAS formed specifically to acquire SEQ - Each entity remains its own INC with its own EIN / books

Both facts are now true. The earlier "no intercompany" framing on the dashboards was about dashboard presentation (each entity reports independently), not about disputing the underlying ownership structure.