In this paper we will present innovative design approach for UV Focal Plane Array for Photon Counting Applications. This Focal Plane includes the building a large area silicon micro-channel plate (MCP) using GaN photocathode. In this paper, we will present the design and simulation of silicon micro-channel plate with GaN photocathode with large area array with 2 micron pores and 3 micron pitch. We will also present results for the 1CP-RIE process to fabricate 2 micron pores, and Growth of high conductivity GaN photocathodes using MOCVD to produce 40% QE. We will also discuss approaches for development of readout architecture and circuit for Silicon based MCP 4096x4096 UV FPA, The readout architecture scheme uses a series of charge sensitive amplifiers (CSA) to boost the charge received on each anode. The signal from each CSA is then passed into a shaping amplifier (SA) that produces a smooth waveform, The peak of the smoothed waveform is captured by a sample and hold (S/H) circuit that holds the signal until an analog to digital (A/D) converter can sample it, Details of the ROIC circuit will be presented.