U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C.  20549




**FORM
      40-F**




(Check
      One)




oRegistration
      statement pursuant to Section 12 of the Securities Exchange Act of
      1934




or




xAnnual
      report
      pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
      1934




For
      the fiscal year ended June 30, 2007




Commission
      file number 1-32186




**YM
      BIOSCIENCES INC.**





(Exact
      name of registrant as specified in its charter)




**Nova
                Scotia, Canada**
              (Province
                or other jurisdiction
              of
                incorporation or organization)
            **2836**
              (Primary
                Standard Industrial
              Classification
                Code Number (if applicable))
            **Not
                applicable**
              (I.R.S.
                Employer
              Identification
                Number (if Applicable))





**Suite
      400, Building 11, 5045 Orbitor Drive, Mississauga, Ontario,
      Canada  L4W 4Y4**


**(905)
      629-9761**


(Address
      and Telephone Number of Registrant’s Principal Executive Offices)




**DL
      Services Inc., 1420 Fifth Avenue, Suite 3400, Seattle, Washington
      98101**


**(206)
      903-5448**


(Name,
      Address (Including Zip Code) and Telephone Number


(Including
      Area Code) of Agent For Service in the United States)




Securities
      registered or to be registered pursuant to Section 12(b) of the
      Act.




**Title
                of each class**
              Common
                Shares
            **Name
                of each exchange on which registered**
              American
                Stock Exchange


Securities
      registered or to be registered pursuant to Section 12(g) of the Act.
      None




Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act.  None




For
      annual reports, indicate by check mark the information filed with this
      Form:




xAnnual
                Information Form
            xAudited
                Annual
                Financial Statements


Indicate
      the number of outstanding shares of each of the issuer’s classes of capital or
      common stock as of the close of the period covered by the annual
      report**58,216,309**.




Indicate
      by check mark whether the registrant by filing the information contained in
      this
      Form is also thereby furnishing the information to the Commission pursuant
      to
      Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange
      Act”).  If “Yes” is marked, indicate the file number assigned to the
      registrant in connection with such rule.




Yes
                o
            No
                x




Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
      (or for such shorter period that the registrant was required to file such
      reports); and (2) has been subject to such filing requirements for the past
      90
      days.




Yes
                x
            No
                o









.










**FORM
        40-F**







**Principal
        Documents**




The
      following documents, filed as Exhibits 99.1 through 99.3 hereto, are hereby
      incorporated by reference into this Annual Report on Form 40-F of YM BioSciences
      Inc. (the “Company”):




(a)
            Annual
                Information Form for the fiscal year ended June 30,
                2007;




(b)
            Management’s
                Discussion and Analysis of Financial Condition and Results of Operations
                for the fiscal year ended June 30, 2007;
                and




(c)
            Consolidated
                Financial Statements for the fiscal year ended June 30, 2007 *(Note 16
                to the Consolidated Financial Statements relates to United States
                Generally Accepted Accounting Principles (U.S.
                GAAP)).*







1





**ADDITIONAL
      DISCLOSURE**




**Certifications
      and Disclosure Regarding Controls and Procedures.**




(a)
            Certifications.  See
                Exhibits 99.4 and 99.5 to this Annual Report on Form
                40-F.




(b)
            Disclosure
                Controls and
                Procedures.  As of the
                end of the
                Company’s fiscal year ended June 30, 2007, an evaluation of the
                effectiveness of the Company’s “disclosure controls and procedures” (as
                such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities
                Exchange Act of 1934, as amended (the “Exchange Act”)) was carried out by
                the Company’s management with the participation of the principal executive
                officer and principal financial officer.  Based upon that
                evaluation, the Company’s principal executive officer and principal
                financial officer have concluded that as of the end of that fiscal
                year,
                the Company’s disclosure controls and procedures are effective to ensure
                that information required to be disclosed by the Company in reports
                that
                it files or submits under the Exchange Act is (i) recorded, processed,
                summarized and reported within the time periods specified in Securities
                and Exchange Commission rules and forms and (ii) accumulated and
                communicated to the Company’s management, including its principal
                executive officer and principal financial officer, to allow timely
                decisions regarding required
                disclosure.





It
      should be noted that while the
      Company’s principal executive officer and principal financial officer believe
      that the Company’s disclosure controls and procedures provide a reasonable level
      of assurance that they are effective, they do not expect that the Company’s
      disclosure controls and procedures or internal control over financial reporting
      will prevent all errors and fraud.  A control system, no matter how
      well conceived or operated, can provide only reasonable, not absolute, assurance
      that the objectives of the control system are met.





(c)
            Management’s
                Annual Report on
                Internal Control Over Financial Reporting.




Management
      is responsible for
      establishing and maintaining adequate internal control over theCompany’s
      financial reporting.  The Company’s internal control system was
      designed to provide reasonable assurance that all transactions are accurately
      recorded, that transactions are recorded as necessary to permit preparation
      of
      financial statements in accordance with Generally Accepted Accounting
      Principles, and that the Company’s assets are safeguarded.




Management
      has assessed the effectiveness of the Company’s internal control over financial
      reporting as at June 30, 2007.  In making its assessment, management
      used the Committee of Sponsoring Organizations of the Treadway Commission
      (“COSO”) framework in Internal Control - Integrated Framework to evaluate the
      effectiveness of the Company’s internal control over financial
      reporting.







2





The
      Company restated its interim financial statements for the quarter ended
      September 30, 2006 and based on its assessment, management concluded that the
      restatement was not a result of any inherent weakness in the design of the
      Company’s internal control over financial reporting, but was due to the
      application of the Company’s controls and procedures. Controls included a
      process whereby management determined the appropriate accounting treatment
      and,
      in the event of any uncertainty, third party advisors are consulted. In the
      instance of the interim financial statements and MD&A for the three months
      ended September 30, 2006, management believed that the approach taken was the
      correct one and no formal consultation with external advisors was necessary.
      Management has remediated this weakness as at June 30, 2007. Therefore, as
      at
      June 30, 2007, management has concluded that the Company’s internal control over
      financial reporting was effective.




This
      annual reportdoes not include an
      attestation report of the Company’s registered public accounting firm regarding
      internal control over financial reporting.  Management’s report was not
      subject to attestation by the Company’s registered public accounting firm
      pursuant to temporary rules of the Securities and Exchange Commission that
      permit the Company to provide only Management’s report in this annual
      report.




(d)
            Changes
                in Internal Control
                Over Financial Reporting.  During
                the fiscal
                year ended June 30, 2007, there were no changes in the Company’s internal
                control over financial reporting that have materially affected, or
                are
                reasonably likely to materially affect, the Company’s internal control
                over financial reporting.





**Notices
      Pursuant to Regulation BTR.**





None.





**Audit
      Committee Financial Expert.**





The
      Company’s board of directors has determined that Tryon M. Williams, a member of
      the Company’s audit committee, qualifies as an “audit committee financial
      expert” (as such term is defined in Form 40-F). Mr. Williams satisfies the
      specified criteria for being “independent” under the rules of the New York Stock
      Exchange, but the Company’s board of directors has not definitively made any
      determination.





**Code
      of Ethics**.





On
      October 19, 2004, the Company adopted a “code of ethics” (as that term is
      defined in Form 40-F) that applies to its principal executive officer, principal
      financial officer, principal accounting officer or controller, and persons
      performing similar functions (the “Ethics Code”).  The Ethics Code was
      filed as Exhibit 99.9 to the Company’s Annual Report on Form 40-F for the fiscal
      year ended June 30, 2004.  In addition, the Company undertakes to
      provide to any person, without charge, upon request, a copy of the Ethics
      Code.  Requests for such copies should be directed, either orally or
      in writing, to: Secretary, Suite 400, Building 11, 5045 Orbitor Drive,
      Mississauga, Ontario, Canada  L4W 4Y4, phone number  (905)
      629-9761.







3





Since
      the adoption of the Ethics Code, there have not been any amendments to the
      Ethics Code or waivers, including implicit waivers, from any provision of the
      Ethics Code.




**Principal
        Accountant Fees and Services.**




During
      the years ended June 30, 2006 and 2007, we were billed the following fees by
      our
      external auditors, KPMG LLP:





**Fees
                Billed****Service**
            **2006**
            **2007**Audit
                Fees
            $420,000
            $260,000Audit
                Related Fees
            -
            -Tax
                Fees
            50,600
            82,200All
                Other Fees
            -
            -**Total
                Fees Billed**
            **$470,600**
            **$342,200**





Audit
      fees consist of fees for the audit of the registrant's annual financial
      statements or services that are normally provided in connection with statutory
      and regulatory filings or engagements.




Tax
      fees consist of fees for tax compliance services and tax advisory
      services.




None
      of the services provided by KPMG during the years ended June 30, 2006 and 2007
      were provided pursuant to a de minimis exemption from the SEC's pre-approval
      rules.




**Pre-Approval
        Policies and Procedures.**




The
      audit committee of the Company’s board of directors has adopted a policy
      regarding the provision of services by the Company’s external auditors,
      currently KPMG LLP.  This policy requires audit committee pre-approval
      of all permitted audit, audit-related and non-audit services.




Under
      the policy, all permitted services to be provided by KPMG LLP must be
      pre-approved by the audit committee or a designated member of the audit
      committee.  Any pre-approval granted by a designated member must be
      reported to the audit committee at its next scheduled meeting.  The
      pre-approval of services may be given at any time up to one year before
      commencement of the specified service.




Of
      the fees reported under “Principal Accountant Fees and Services” above, none of
      the fees billed by KPMG LLP were approved by the audit committee of the board
      of
      directors of the Company pursuant to the de minimis exception provided by
      Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.







4




**Off-Balance
        Sheet Arrangements.**


The
      registrant has certain arrangements with its subsidiaries that have an effect
      or
      may have a future effect on the registrant’s financial condition, revenues or
      expenses, results of operations, liquidity, capital expenditures or capital
      resources in that there is no assurance that funds advanced to its subsidiaries
      will be reimbursed.  The arrangements are described in notes 2 and 8
      of the Consolidated Financial Statements filed as part of this Annual Report
      on
      Form 40-F.  The registrant has recorded 100% of the results of
      operations and cash flows of these entities.




**Tabular
        Disclosure of Contractual Obligations.**




**Contractual
                Obligations**
            **Total**
            **Less
                Than 1 Year**
            **1-3
                Years**
            **3-5
                Years**
            **More
                Than 5 Years**Operating
                Leases
            $1,187,268
            $307,133
            $473,703
            $406,432
            $Nil




**Identification
      of the Audit Committee.**




The
      registrant has a separately-designated standing audit committee established
      in
      accordance with section 3(a)(58)(A) of the Exchange Act.  The members
      of the audit committee are:  Thomas I. A. Allen, Dr. Henry Friesen,
      Gilbert Wenzel, and Tryon M. Williams.







5










**UNDERTAKING
      AND CONSENT TO SERVICE OF PROCESS**




**A.           Undertaking.**




The
      registrant undertakes to make available, in person or by telephone,
      representatives to respond to inquiries made by the Securities and Exchange
      Commission (the “Commission”) staff, and to furnish promptly, when requested to
      do so by the Commission staff, information relating to:  the
      securities registered pursuant to Form   40-F; the securities in
      relation to which the obligation to file an annual report on Form 40-F arises;
      or transactions in said securities.




**B.**
            **Consent
                to Service of Process.**




The
      Company has filed a Form F-X in connection with the class of securities in
      relation to which the obligation to file this report arises.




Any
      change to the name or address of the agent for service of process of the
      registrant shall be communicated promptly to the Securities and Exchange
      Commission by an amendment to the Form F-X referencing the file number of the
      relevant registration statement.




**SIGNATURES**




Pursuant
      to the requirements of the Exchange Act, the registrant certifies that it meets
      all of the requirements for filing on Form 40-F and has duly caused this annual
      report to be signed on its behalf by the undersigned, thereunto duly authorized,
      on September 24, 2007.




**YM
              BioSciences
              Inc.**By:
            /s/ Leonard
              VernonName:
              Leonard VernonTitle:  
Vice
              President, Finance and Administration











6





**EXHIBIT
      INDEX**





Exhibit
            Description99.1
            Annual
                Information Form for the fiscal year ended June 30,
                200799.2
            Management’s
                Discussion and Analysis of Financial Condition and Results of Operations
                for the fiscal year ended June 30, 200799.3
            Consolidated
                Financial Statements for the fiscal year ended June 30,
                200799.4
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of
                the
                Securities Exchange Act of 193499.5
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of
                the
                Securities Exchange Act of 193499.6
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section
                135099.7
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section
                135099.8
            Consent
                of KPMG LLP