help with KT4V boot

Hello
Just upgraded to a KT4V with AMD 2400 and DDR400 RAM. When I power on
there is no video and system beeps three times, after which there is a
pause and three more beeps follow. this patter keeps repeating untill
power off. I cleared the CMOS with the jumper pins as instructed in
the manual and tried booting again. This time it came up with video
and a message that CMOS settings were incorrect. Hit F1 and entered
the BIOS did not change anyting except the date saved setting and
exit. No video, three beep pattern again

So I clear COMS with the jumpers and reboot. Video comes up and a boot
process stops with message CMOS settings incorrect. This time I hit F2
to continue loading. The OS comes up no problem, Install all drivers
for sound etc... everything seems to work fine. I shut down and
reboot....you gusesed it the three beeps and no video. Clear CMOS
again and use F2 to continue booting at the CMOS settings incorrect
message and OS comes up.!!! Even seems stable !

I can repeat this behavior every time. To trouble shoot
1. Removed memory and booted ... Result 3 beeps no video
2. Installed memory and removed video card, power on... multile fast
beeps. (missing V card)

No idea whats wrong Memory ? Bios ? Motherboard ?? all of them

any insights much appreciated.
Thanks
izan.