Provided herein arespirocyclic aminoquinolones of formulaI and compositions containing thecompounds. The compounds andcompositions provided herein are useful inthe prevention, amelioration or treatmentof GSK- 3 inhibitors mediated diseases.In Formula (I): X1 is O or NR8; A isbond or substituted or unsubstituted C1-C2alkylene, wherein the substituents whenpresent are selected from one to four Q2groups; where Q2 is alkyl or haloalkyl; pis 0 or 1; and q is an integer of 0 to 2.