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Should I file the 1120S with all zero's? Or just start filing for tax year 2008 the first year that I'll have income or expenses for that entity?

If you don't file, they'll eventually look for it.
You can just file and write "Inactive" on the front page, along with the name address and ID no., date of S-election, etc. No other entries should be needed.

If I file with all zero's should I also attach a letter explaining what's happening?

I wouldn't bother. They probably wouldn't read it anyway.

Bill
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