ahhh found the problem....
Windows 8 and Server 2012 CompatibilityEdit
Users have reported problems when using an NVidia graphics card, more than 2GB of system RAM, with the onboard gigabit LAN and Windows 8 or Server 2012. The symptom is a BSOD on boot with DPC_WATCHDOG_VIOLATION. (link)
Disputed*** Using the current nVidia driver (314.22) and a GT640 GK107 card does not produce a BSOD on Windows Server 2012 Essentials.
Solutions
Disable on onboard LAN in the BIOS.
Use only 2GB of system RAM (e.g. the supplied DIMM only)
Remove the NVidia card and use an ATI/AMD card instead.
Disable the onboard LAN and install a seperate LAN card which is Windows 8/Server 2012 compatible (not tested)
Ok so installed windows 7 and all seems to be working fine....weired why windows 8 does not like it....