In this paper, graphene oxide (GO) and its functionalization with “Amio Methyl Phosphonic Acid” (AMPA) are synthesized using modified Hummers method. Crystal structure of the compounds is investigated by X-ray diffraction pattern (XRD). Fourier transform infrared spectroscopy (FTIR) along with Raman spectroscopy clearly show that the AMPA agent does really enters into the GO. Transmission electron microscope (TEM) images of the compounds reveal that they are in the form of nano-sheets. High resolution TEM (HRTEM) microscope is also used to observe and study the nanoscopic morphology of the structures. In addition, the samples are element-analyzed by energy dispersive X-ray spectroscope (EDS), X-ray photoelectron spectroscopy (XPS) and Carbon-Hydrogen-Nitrogen analyzer (CHN-Corder) to get more information. Finally, the functionalization mechanism of GO with AMPA is studied and the mechanisms of “nucleophilic displacement” as well as “condensation reaction” are suggested andare experimentally confirmed.