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  **UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549****Form 10-K/A****FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO****SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**   (Mark One)  þ     **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE    SECURITIES EXCHANGE ACT OF 1934**   **For the fiscal year ended December 31, 2004; or** **o** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE    SECURITIES EXCHANGE ACT OF 1934**   **For the Transition period    from         to        .****Commission File Number 000-27212** **Endocare, Inc.***(Exact name of registrant as specified in its charter)*   **Delaware** **33-0618093**          *(State of incorporation)* *(I.R.S. Employer Identification No.)***201 Technology, Irvine, CA** **92618**          *(Address of principal executive offices)* *(Zip Code)***Registrant’s telephone number, including area code:(949) 450-5400****Securities registered pursuant to Section 12(b) of theAct: None****Securities registered pursuant to Section 12(g) of theAct:****Common Stock, $.001 par value****Rights to Purchase Shares of Series A JuniorParticipating Preferred Stock***(Title of Class)*     Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrantwas required to file such reports), and (2) has beensubject to such filing requirements for the past90 days.(1) Yes x          No o     (2) Yes x          No o     Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of theregistrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.     o     Indicate by check mark whether the registrant is an acceleratedfiler (as defined in Exchange ActRule 12b-2).     Yes þ          No o     The aggregate market value of the common stock of the Registrantheld by non-affiliates as of June 30, 2004 wasapproximately $51,977,890 (based on the last sale price forshares of the Registrant’s common stock as reported in thePink Sheets for that date). Shares of common stock held by eachexecutive officer, director and holder of 10 percent ormore of the outstanding common stock have been excluded in thatsuch persons may be deemed affiliates. Exclusion of shares heldby any person should not be construed to indicate that suchperson possesses the power, direct or indirect, to direct orcause the direction of management or policies of the Registrant,or that such person is controlled by or under common controlwith the Registrant.     There were 29,987,756 shares of the Registrant’scommon stock issued and outstanding as of March 31, 2005.  

**Endocare, Inc.****Form 10-K/ A****For the Fiscal Year Ended December 31, 2004****TABLE OF CONTENTS**           **Page**     ** Explanatory Note**  1 ** Part II**  1      Item 9A.  Controls and    Procedures  1 ** Signature**  4  EXHIBIT 23.1 EXHIBIT 31.1 EXHIBIT 31.2     **Exhibits**      23.1     Consent of Independent Registered Public Accounting Firm. 31.1     Certification under Section 302 of the Sarbanes-Oxley Act    of 2002 for Craig T. Davenport. 31.2     Certification under Section 302 of the Sarbanes-Oxley Act    of 2002 for Michael R. Rodriguez.

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**EXPLANATORY NOTE**     This amendment to our annual report on Form 10-K for thefiscal year ended December 31, 2004 is being filed in orderto furnish the internal control report and related attestationreport required by Section 404 of the Sarbanes-Oxley Act of2002 (“Sarbanes 404”), in accordance with theSEC’s November 30, 2004 exemptive order.**PART II****Item 9A.*****Controls and Procedures***     (a) *Evaluation of Disclosure Controls andProcedures.* We maintain disclosure controls and proceduresthat are designed to ensure that information required to bedisclosed in our reports pursuant to the Securities Exchange Actof 1934, as amended, is recorded, processed, summarized andreported within the time periods specified in the SEC’srules and forms and that such information is accumulated andcommunicated to our management, including our chief executiveofficer and chief financial officer, as appropriate, to allowfor timely decisions regarding required disclosure. In designingand evaluating the disclosure controls and procedures,management recognizes that any controls and procedures, nomatter how well designed and operated, can provide onlyreasonable assurance of achieving the desired controlobjectives, and management is required to apply its judgment inevaluating the cost-benefit relationship of possible controlsand procedures.     As required by Rule 13a-15(b) of the Securities Exchange of1934, as amended, we carried out an evaluation, under thesupervision and with the participation of our management,including our chief executive officer and chief financialofficer, of the effectiveness of the design and operation of ourdisclosure controls and procedures as of the end of the periodcovered by this report. Based on the foregoing, our chiefexecutive officer and chief financial officer concluded that ourdisclosure controls and procedures were effective at areasonable assurance level.     Since March 2003, management has implemented and continues toimplement significant changes in organization, policies andprocedures designed to enhance our disclosure controls andprocedures and the related internal controls, and to achievecompliance with Sarbanes 404.     (b) *Management’s Annual Report on Internal ControlOver Financial Reporting.* Management of the company isresponsible for establishing and maintaining adequate internalcontrol over financial reporting as defined inRules 13a-15(f) and 15d-15(f) under the Securities ExchangeAct of 1934. Our internal control over financial reporting isdesigned to provide reasonable assurance regarding thereliability of financial reporting and the preparation offinancial statements for external purposes in accordance withgenerally accepted accounting principles. Our internal controlover financial reporting includes those policies and proceduresthat:          (i) pertain to the maintenance of records that, in    reasonable detail, accurately and fairly reflect the    transactions and dispositions of the assets of the company;           (ii) provide reasonable assurance that transactions are    recorded as necessary to permit preparation of financial    statements in accordance with generally accepted accounting    principles, and that receipts and expenditures of the company    are being made only in accordance with authorizations of    management and directors of the company; and           (iii) provide reasonable assurance regarding prevention or    timely detection of unauthorized acquisition, use or disposition    of the company’s assets that could have a material effect    on the financial statements.     Because of its inherent limitations, internal control overfinancial reporting may not prevent or detect misstatements.Also, projections of any evaluation of effectiveness to futureperiods are subject to the risk that controls may becomeinadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.     Management assessed the effectiveness of the company’sinternal control over financial reporting as ofDecember 31, 2004. In making this assessment, managementused the criteria set forth by the Committee of SponsoringOrganizations of the Treadway Commission (COSO) in InternalControl-Integrated Framework.
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     Based on our assessment and those criteria, management believesthat the company maintained effective internal control overfinancial reporting as of December 31, 2004.     The company’s independent registered public accounting firmhas issued an attestation report on management’s assessmentof the company’s internal control over financial reporting.That report appears below in this Item 9A.     (c) *Changes in Internal Controls.* Except asdescribed above in this Item 9A, there was no change in ourinternal control over financial reporting during our fourthfiscal quarter for 2004 that has materially affected, or isreasonably likely to materially affect, our internal controlover financial reporting.**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM****ON INTERNAL CONTROL OVER FINANCIAL REPORTING**To the Board of DirectorsEndocare, Inc.     We have audited management’s assessment, included in theaccompanying Management’s Annual Report on Internal ControlOver Financial Reporting, that Endocare, Inc. (Endocare)maintained effective internal control over financial reportingas of December 31, 2004, based on criteria established in*Internal Control — Integrated Framework*issuedby the Committee of Sponsoring Organizations of the TreadwayCommission (the COSO criteria). Endocare’s management isresponsible for maintaining effective internal control overfinancial reporting and for its assessment of the effectivenessof internal control over financial reporting. Our responsibilityis to express an opinion on management’s assessment and anopinion on the effectiveness of Endocare’s internal controlover financial reporting based on our audit.     We conducted our audit in accordance with the standards of thePublic Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtainreasonable assurance about whether effective internal controlover financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding ofinternal control over financial reporting, evaluatingmanagement’s assessment, testing and evaluating the designand operating effectiveness of internal control, and performingsuch other procedures as we considered necessary in thecircumstances. We believe that our audit provides a reasonablebasis for our opinion.     A company’s internal control over financial reporting is aprocess designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation offinancial statements for external purposes in accordance withgenerally accepted accounting principles. A company’sinternal control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenanceof records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the companyare being made only in accordance with authorizations ofmanagement and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on thefinancial statements.     Because of its inherent limitations, internal control overfinancial reporting may not prevent or detect misstatements.Also, projections of any evaluation of effectiveness to futureperiods are subject to the risk that controls may becomeinadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.     In our opinion, management’s assessment that Endocaremaintained effective internal control over financial reportingas of December 31, 2004, is fairly stated, in all materialrespects, based on the COSO criteria. Also, in our opinion,Endocare maintained, in all material respects, effectiveinternal control over financial reporting as ofDecember 31, 2004, based on the COSO criteria.
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     We have also audited, in accordance with the standards of thePublic Company Accounting Oversight Board (United States), theconsolidated balance sheets of Endocare as of December 31,2003 and 2004, and the related consolidated statements ofoperations, stockholders’ equity, and cash flows for eachof the three years in the period ended December 31, 2004 ofEndocare, Inc. and our report dated March 4, 2005, exceptfor Note 14, as to which the date is March 11, 2005expressed an unqualified opinion thereon.     /s/ ERNST & YOUNG LLPLos Angeles, CaliforniaApril 29, 2005
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**SIGNATURE**     Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly causedthis report to be signed on its behalf by the undersignedthereunto duly authorized.     ENDOCARE, INC. By:     /s/ Craig T. Davenport       Craig T. Davenport *Chairman and Chief Executive Officer*Date: May 2, 2005
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**Exhibit Index**     **Exhibits** **Description**    23.1     Consent of Independent Registered Public Accounting Firm. 31.1     Certification under Section 302 of the Sarbanes-Oxley Act    of 2002 for Craig T. Davenport. 31.2     Certification under Section 302 of the Sarbanes-Oxley Act    of 2002 for Michael R. Rodriguez.
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