Windows 7 64bit Boot Errors

I recently just built a computer and I am having problems with my windows starting properly.
CPU: i5
GPU: 5850
RAMM: 4gigs 1600 DDR3 G-Skill
Motherboard: Gigabyte UDA4

The issue I am having is that when I start my computer it loads to the windows 7 loading screen at which point it either restarts or BSOD with one of the following errors: Memory Reference, Page Fault In UnPaged Area, or something like The instructions at 0xfada5046 refrenced memory at 0xface7f80 the memory can not be read.

The weird thing is that if I shut down my computer and turn it back on it loads fine. THE SECOND CONSECUTIVE LOAD WORKS. My computer runs great onces it is loaded with no problems whatsoever. If I leave my computer off for an extended period of time the problem returns.

Some history of what I have done.

My windows 7 is an upgrade version. I have windows xp and was attempting to install but because my hard drive is Sata it was not recognized. To get around this I entered slmgr into the command prompt and then entered my registration code. In order to get it to boot.

I faintly recall having this problem prior to solving my registration issues so I do not think that is a factor.

I overclocked my PSU and Graphics card. I did not increase the voltage on the memory or PSU I only slightly increased it on the GPU and nowhere near the Cutoff for the Warranty of my GPU. I since restored all settings to default and reset bios to default and the problem still persists.

When my system restarts I am prompted to use Start-up repair. I do so and it tells me that it cannot resolve the issue.

I tried using the repair option of windows 7.

I have tried re-upgrading windows 7.

I have no minidump folder.

My graphics drivers are the latest from Ati.

Just ran Microsoft memory test for 5 passes and my memory passed.

Any help would be greatly appreciated.