The non-isolated POL converters are widely used in computers, telecommunication systems, portable electronics, and many other applications. These converters are usually constructed using discrete components, and operated at a lower frequency around 200 ~ 600 kHz to achieve a decent efficiency at the middle of 80's%. The passive components, such as inductors and capacitors, are bulky, and they occupy a considerable foot-print. As the power demands increase for POL converters and the limited real estate of the mother board, the POL converters must be made significantly smaller than what they have demonstrated to date. To achieve these goals, two things have to happen simultaneously. The first is a significant increase in the switching frequency to reduce the size and weight of the inductors and capacitors. The second is to integrate passive components, especially magnetics, with active components to realize the needed power density. Today, this concept has been demonstrated at a level less than 5A and a power density around 300-700W/in3 by using silicon-based power semiconductors. This might address the need of small hand-held equipment such as PDAs and smart phones. However, it is far from meeting the needs for applications, such as netbook, notebook, desk-top and server applications where tens and hundreds of amperes are needed. After 30 years of silicon MOSFET development, the silicon has approached its theoretical limits. The recently emerged GaN transistors as a possible candidate to replace silicon devices in various power conversion applications. GaN devices are high electron mobility transistors (HEMT) and have higher band-gap, higher electron mobility, and higher electron velocity than silicon devices, and offer the potential benefits for high frequency power conversions. By implementing the GaN device, it is possible to build the POL converter that can achieve high frequency, high power density, and high efficiency at the same time. GaN technology is in its early stage; however, its significant gains are projected in the future. The first generation GaN devices can outperform the state-of-the-art silicon devices with superior FOM and packaging. The objective of this work is to explore the design of high frequency, high power density 12 V input POL modules with GaN devices and the 3D integration technique. This work discusses the fundamental differences between the enhancement mode and depletion mode GaN transistors, the effect of parasitics on the performance of the high frequency GaN POL, the 3D technique to integrate the active layer with LTCC magnetic substrate, and the thermal design of a high density module using advanced substrates with improved thermal conductivity. The hardware demonstrators are two 12 V to 1.2 V highly integrated 3D POL modules, the single phase 10 A module and two phase 20 A module, all built with depletion mode GaN transistors and low profile LTCC inductors. / Master of Science