UNITED SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Daniel E. Gorski

7 Copano Pt. Rd.

Rockport, Texas 78382

with copy to

J. Lawrence Hamil

Hamil/Hecht LLC

140 East 19th Avenue Suite 600

Denver, CO 80203-1035

Telephone (303) 830-1383

Fax (303) 830-1057

email lhamil@h-hllc.com

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 882672108

Item 1

This Schedule 13D relates to the common shares, par value $0.01, of Texas Rare Earth Resources Corp. (“TRER”), a Nevada Corporation, whose principal executive offices are located at 304 Inverness Way South, Suite 365, Englewood, Colorado 80112.

Item 2

The persons and entities filing this Schedule 13D are Daniel E. Gorski, Cecil C. Wall, and G.W. McDonald in their individual and representative capacity (“Reporting Persons”). The Reporting Persons entered into an agreement of joint filing, dated June 1, 2012, a copy of which is attached to this Statement as Exhibit A (the Joint Filing Agreement”).

Item 3

Not applicable, as the Date of Event is based on an agreement for joint legal representation, and a subsequent oral agreement, not on an acquisition of shares or intent to acquire additional shares.

Item 4. Purpose of Transaction

On May 24, 2012, Daniel E. Gorski and Cecil C. Wall jointly retained legal counsel with respect to matters related to TRER. On May 31, 2012, Mr. Gorski and Mr. Wall agreed to act together to explore their options concerning proposing and voting as a group on candidates for the Board of Directors of TRER, including potentially for the purpose of changing control of TRER. On May 31, 2012, G.W. McDonald orally agreed to cooperate with Mr. Gorski and Mr. Wall in the foregoing.

Item 5. Interest in Securities of the Issuer.

(a) The disclosure herein assumes there were 36,550,009 Common Shares outstanding as of April 6, 2012, based on DEF 14A filed with the Securities and Exchange Commission (“SEC”) on Form DEF 14A on April 6, 2012. The common shares which may be deemed to be beneficially owned by the Reporting Persons as a “group” represent a total of 10,198,000 shares of TRER common stock out of the 36,550,009 shares outstanding, or 27.9%.

By virtue of the relationship described in Item 4, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the common shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons are, for purposes of 13(d) of the Exchange Act, the beneficial owners of any common shares he/it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the common shares reported herein that he/it does not directly own.

(b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared;

See Item 2.

(c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a).

None.

(d) If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.

Not applicable.

(e) If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

As set forth in Item 4, Mr. Gorski and Mr. Wall have jointly retained legal counsel and Mr. McDonald has agreed to work together with Mr. Gorski and Mr. Wall to resolve matters of concern regarding TRER. Other than the Joint Filing Agreement described in Items 2 and 7, and other than as set forth in Item 4, the Reporting Persons have not entered into any other contracts, arrangements, understandings or relationships (legal or otherwise).

Item 7. Material to be Filed as Exhibits.

Voting Agreement, Exhibit A.

Powers of Attorney, Exhibits B-D

Signatures.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.