When i am close to falling asleep i have what seems like a panic attack, my heart beat goes way up and life seems like its going 100 mph. whats happe ?

Anxiety: Sounds like you have anxiety- would suggest to dsee your pcp of a psychiatrist for treatment.

Lots of things: There are several conditions i can think of that you could have, some which could be quite serious. The thing about healthtap is, that without a much more in depth history and physical and mental status examination, it is often inappropriate to suggest various diagnoses. See a doctor and good luck to you.