MSI P55-GD65 Boot issues

am building a system for a friend. Here are the parts...

MSI P55-GD65 v1.0 BIOS: 1.6
i750 LGA1156 CPU (no OC)
OCZ (OCZ3P1333LV4GK) 4GB DDR3 2X2GB DDR3-1333 PC3-10666 CL 7-7-7-20
eVGA GT240 Video Card
XFX XXX 650W EATX PSU

The system booted OK, with a slight pause before booting, and when rebooting (like it dies for a second). The RAM was only posting at 1066 (not 1333 - but I have read that is a seperate issue). Since it's a new build (and I didn't know about the 1333 1.65v issue) I updated the BIOS from 1.2 to 1.6... no problem. It booted and POSTed fine, but still only at 1066. I changed the RAM i from AUTO to 5 and got the failed OC 3-reboot thing. I changed it back to AUTO and (don't ask me why) tried the RAM in the other (blue) slots. The system booted for 1 sec. and died for a couple of secs, then booted for a sec, then died, etc. over and over until I killed the PSU. I moved the RAM back to the original (black) slots... no luck. I cleared the CMOS (several times)... no luck. Still the 1 sec boot loop. Funnily enough, when I took the RAM out completely and tried booting the same 1 sec loop happened. I tried a different PSU and Video card (just to elimiate them), but I have no other CPU or MoBo. I am assuming the RAM is the cause, and am having it RMAed. Also, when it does boot for 1 sec, all the "Phase" LEDs light up except 4 ::shrugs::.

Am I on the right track here? Or is the MoBo screwed? I have seen similar issues to this in other forum posts, but no answers... please help, I am truly stuck.

Thanks in advance....