Provided herein are spirocyclic aminoquinolones of formula I and compositions containing the compounds. The compounds and compositions provided herein are useful in the prevention, amelioration or treatment of GSK-3 inhibitors mediated diseases. In Formula (I): X1 is O or NR8; A is bond or substituted or unsubstituted C1-C2 alkylene, wherein the substituents when present are selected from one to four Q2 groups; where Q2 is alkyl or haloalkyl; p is 0 or 1; and q is an integer of 0 to 2.