Motherboard fried?? Please help

My computer was working fine till the on board sound card driver crashed (no sound, software created error according to the OS).
That was the last time I was able to get in windows. The computer beeps when I turn it on: 2 beeps then 5 beeps. I cleared the CMOS, unpluged everything, reset the ram, can't get anything show up on the screen / can't reach BIOS. All I can say is WTF!! This is the 3rd computer I built so far.. never had anything like this. I took A+. Did I overclock? yes. never went above 150mhz. Just before the thing died, the comp was at defult speed. I update antivirus everyother day. Comp/CPU temp average.
Please help me out.. any inputs..
Here are my specs when troubleshooting:
P4 2.4B Copper Vantec 4800rpm
MSI 845 PE max 512 cheap 333mhz ram
PNY GF4 Ti 4200 64megs
WD 30gig 7200rpm

Thank You

MSI boards usually come with those LED indicators that tell you if something is wrong and why it won't post. Look at the D-Leds (provided you have them installed) and see what it gives you for an error.

According the the LEDs, keyboard controler..
I think it is my PNY GF4ti4200.. the crap between the heatsink failed, GPU was fried.
Computer worked fine with another video card.

Were you overclocking the video card, or had you modified it? If not, you should get a refund on that.

RMA to the rescue!! lol